**SONIC
        INDUSTRIES LLC**
 
 **NUMBER 7
        LICENSE AGREEMENT**
 
 
 
 
 
 
 **BY
        AND BETWEEN SONIC INDUSTRIES LLC, Licensor and**
 
 
 **________________________,
        Licensee**
 
 
 
 **Sonic
        Drive-In of ____________________, ______________________**
 
 **located
        at _____________________________**
 
 **_________________________,
        ______________________.**
 
 
 
 
 
 
 
 
 
 
 **Dated:  ___________,
        _______.**
 
 
 
 
 
 
 
 **Store
        No.
        _________**
 **CIF
        No.
        __________**
 
  
  
  TABLE
        OF
        CONTENTS
 1.DEFINITIONS.
                  
                  21.01.
                  Affiliate.
                  21.02.
                  Control.
                  21.03.
                  DMA.
                  21.04.
                  Gross
                      Sales.
                  21.05.
                  License.
                  31.06.
                  MSA.
                  31.07.
                  Non-traditional
                    Locations.
                  31.08.
                  Person.
                  31.09.
                  Proprietary
                      Marks.
                  31.10.
                  Protected
                      Area.
                  41.11.
                  Sonic
                      Restaurant.
                  41.12.
                  Sonic
                      System.
                  42.  LICENSE
                    GRANT.
                  42.01.
                  Location.
                  42.02.
                  Trade
                      Radius.
                  42.03.
                  Licensee.
                  62.04.
                  Use
                      of Sonic’s Marks.
                  62.05.
                  Site
                      Selection.
                  62.06.
                  Relocation.
                  62.07.
                  Rights
                    Reserved to Sonic
                  73.  TERM.
                  
                  73.01.
                  Initial
                      Term.
                  73.02.
                  Opening
                      of Restaurant.
                  73.03.
                  Option.
                  84.  DUTIES
                    OF LICENSOR.
                  
                  84.01.
                  Plans.
                  94.02.
                  Operations
                      Manual.
                  94.03.
                  Marketing
                      Assistance.
                  94.04.
                  Communication.
                  94.05.
                  Evaluation
                      Program.
                  95.  FEES.
                  
                  
                  95.01.
                  License
                      Fee.
                  9
 5.02.
                  Royalty
                      Fees.
                  105.03.
                  Brand
                      Fee.
                  105.04.
                  Transfer
                      Fee.
                  105.05.
                  Late
                      Charges.
                  115.06
                  Taxes
                  11
  
  6.  DUTIES
                    OF LICENSEE.
                  
                  126.01.
                  Sonic
                      Restaurant Site.
                  126.02.
                  Construction.
                  136.03.
                  Equipment
                      and Sign.
                  146.04.
                  Training.
                  146.05.
                  Compliance
                      with Entire System.
                  156.06.
                  Approved
                      Suppliers and Advertising Agencies.
                  186.07.
                  Best
                      Efforts.
                  196.08.
                  Interference
                      with Employment Relations of Others.
                  196.09.
                  SONIC’s
                      Standards.
                  196.10.
                  Majority
                      Interest Owner.
                  196.11.
                  Electronic
                    Communication and Use of Internet
                  197.  PROPRIETARY
                    MARKS.
                  
                  207.01.
                  SONIC’s
                      Representations.
                  207.02.
                  Use
                      of Marks.
                  207.03.
                  Licensee’s
                      Understanding.
                  217.04.
                  Other
                    Intellectual Property
                  218.  MANUAL.
                  
                  
                  229.  CONFIDENTIAL
                    INFORMATION.
                  229.01.
                  SONIC
                      Proprietary and Confidential Information.
                  229.02.
                  Licensee’s
                      Use of Proprietary and Confidential Information.
                  229.03.
                  Licensee’s
                      Use of Sonic Operations Manual.
                  239.04.
                  No
                    Information to the Public
                  2310.  ACCOUNTING
                    AND RECORDS.
                  2410.01.
                  Due
                      Date.
                  2410.02.
                  Record
                      Retention.
                  2410.03.
                  Charitable
                      Contributions and Discounts.
                  2410.04.
                  Annual
                      Reports.
                  2410.05.
                  Audit
                      by SONIC.
                  2410.06.
                  Third
                      –Party Audit.
                  2510.07.
                  Licensee’s
                      Failure to Timely Deliver Financial Records.
                  2510.08.
                  Financial
                      Disclosure.
                  2510.09.
                  Accounting
                    Services
                  2610.10.
                  Application
                    of Payments
                  2611.  ADVERTISING
                    AND BRAND EXPENDITURES.
                  26 11.01.
                    Standard
                        Program.
                    2611.02.
                    Publicity.
                    2912.  INSURANCE.
                    
                    
                    30
 
 12.01.
                  Insurance
                      Amounts.
                  3012.02.
                  SONIC
                      as Additional Insured.
                  3012.03.
                  General
                      Conditions.
                  3113.  TRANSFER
                    OF INTEREST.
                  
                  3113.01.
                  Assignment.
                  3113.02.
                  Death
                      or Permanent Incapacity of Licensee.
                  3113.03.
                  Assignment
                      to Licensee’s Corporation.
                  3213.04.
                  Other
                      Assignment.
                  3313.05.
                  SONIC’s
                      Right of First Refusal.
                  3413.06.
                  Consent
                      to Assignments.
                  3514.  DEFAULT
                    AND TERMINATION.
                  3514.01.
                  Optional
                        Termination.
                  3514.02.
                  Period
                        to
                        Cure.
                  3614.03.
                  Resolution
                        of Disputes.
                  37(a)
                  Negotiation.
                  38(b)
                  Mediation.
                  38(c)
                  Arbitration.
                  38(d)
                  Excluded
                      Controversies.
                  38(e)
                  Attorneys’
                      Fees and Costs.
                  3915.  OBLIGATIONS
                    UPON TERMINATION.
                  3915.01.
                  Effect
                      of Termination, Cancellation or Expiration of this
                      Agreement.
                  3915.02.
                  SONIC’s
                      Option to Purchase.
                  4015.03.
                  SONIC’s
                      Obligation to Purchase.
                  4115.04.
                  Fair
                      Market Value Determination.
                  4116.  COVENANTS.
                  
                  
                  4116.01.
                  Restrictions
                      on Licensee.
                  4116.02.
                  Covenants
                      by Others.
                  4317.  INDEPENDENT
                    CONTRACTOR & INDEMNIFICATION.
                  4317.01.
                  Licensee
                      not an Agent of SONIC; Employment Matters
                  4317.02.
                  Cost
                      of Enforcement.
                  4417.03.
                  Indemnification.
                  4418.  EFFECT
                    OF WAIVERS.
                  
                  4419.  NOTICES.
                  
                  
                  4519.01.
                  Delivery
                  4519.02.
                  Failure
                      to Accept.
                  4519.03.
                  Licensee’s
                      Principal.
                  45
  
 20.  ENTIRE
                      AGREEMENT.
                  
                  4520.01.
                  No
                      Oral Agreements.
                  4520.02.
                  Scope
                      and Modification of License.
                  4521.  CONSTRUCTION
                    AND SEVERABILITY.
                  4521.01.
                  Interpretation.
                  4621.02.
                  Scope
                      of Protected Area.
                  4621.03.
                  Invalidity.
                  4621.04.
                  Binding
                      Effect.
                  4621.05.
                  Survival.
                  4621.06.
                  Liability
                      of Multiple Licensees.
                  4622.  BUSINESS
                    ENTITY LICENSEES
                  4722.01.
                  Corporate,
                      Partnership, and Limited Liabilty Companies Licensees.
                  4722.02.
                  Other
                        Entity Licensee.
                  4722.03.
                  Employee
                        Stock Purchase Plans.
                  4722.04.
                  Good
                      Standing
                  4823.  APPLICABLE
                    LAWS, WAIVER OF JURY TRIAL, LIMITATIONS
                  4824.  ACKNOWLEDGEMENT.
                  
                  4824.01.
                  Initial
                      Term.
                  4824.02.
                  Consultation
                      with Counsel.
                  4924.03.
                  Profitability.
                  4924.04.
                  Licensee’s
                      Investigation.
                  4924.05.
                  Contrary
                      Representations.
                  4924.06.
                  Variances
                      to Other Licensees.
                  4924.07.
                  Complete
                      Agreement.
                  49
 25.   INPUT
                    AND ADVICE FROM LICENSEES.
                  5026.   INJUNCTIVE
                    RELIEF.
                  
                  5027.   GENERAL
                    RELEASE AND COVENANT NOT TO SUE.
                  50


SCHEDULE
      I – GUARANTY AND RESTRICTION AGREEMENT





Store
      No._________


CIF
      No.
      _______


**LICENSE
      AGREEMENT**


THIS
      LICENSE AGREEMENT (this
“Agreement”) made this ___day of ______, ____, by and between Licensor, SONIC
      INDUSTRIES LLC, a Delaware limited liability company (“Sonic”),
      and_________________________ (“Principal”)_________________________(all of whom
      shall be jointly referred to herein as the “Licensee”).


RECITALS


Sonic
      is the developer and owner of the
      right to license the distinctive and proprietary drive-in, food service system
      under which food and beverages are sold to the public from drive-in restaurants
      and Non-traditional Locations (as defined in Section 1.07) operated under the
      trade name and federally registered trademark and service mark
“Sonic”.  The Sonic System so developed now includes, among other
      things, the following elements, all or some of which may be deleted, changed,
      improved, or further developed by Sonic from time to time


A. 
Methods
        and procedures for the
        preparation and serving of food and beverage products.
  B. 
        Confidential recipes for food products and distinctive service accessories
        (including, but not limited to, uniforms, menus, packages, containers, and
        additional paper or plastic items).
  C. 
        Plans and specifications for distinctive standardized premises featuring
        characteristic exterior style, colors, and design, interior furnishings,
        equipment layout, exterior signage, and marketing techniques and
        materials.
  D. 
        A uniform method of operating which is described in the *Sonic Operations
        Manual*.
  E. 
        The Proprietary Marks as defined in Section 1.09.
  F. 
Such
        trade secrets as have
        been and may from time to time be developed, which are owned by Sonic, and
        which
        are disclosed to its licensees in confidence in connection with the construction
        and operation of a Sonic drive-in restaurant.
 
 G.  Such
        proprietary payment
        and other business methods, including (without limitation) the pay-at-your-stall
        payment system (“PAYS”), which have been and may from time to time be developed
        for use in the Sonic System.
 Licensee
          wishes to obtain a license
          from Sonic to operate a Sonic drive-in restaurant pursuant to the Sonic
          System
          and to be afforded the assistance provided by Sonic in connection therewith,
          and
          understands and accepts the terms, conditions, and covenants set forth
          herein as
          those which are reasonably necessary to maintain Sonic’s high and uniform
          standards of quality and service designed to protect the goodwill and enhance
          the public image of the Proprietary Marks and the Sonic System, and recognizes
          the necessity of operating the licensed Sonic drive-in restaurant in faithful
          compliance therewith, and with Sonic’s standards and
          specifications.
  1
 1.  DEFINITIONS.
 Unless
            the context of their use in this
            Agreement requires otherwise, the following words and phrases shall have
            the
            following meanings when used in initially-capitalized form in this
            Agreement.
 1.01. Affiliate.
  The
              word “Affiliate”
shall mean (a) any stockholder, director, or officer of a specified
              Person (if
              the specified Person is a corporation), (b) any partner of a specified
              Person
              (if the specified Person is a partnership), (c) any member of a specified
              Person
              (if the specified Person is a limited liability company), (d) any employee
              of a
              specified Person, and (e) any Person which directly or indirectly through
              one or
              more intermediaries Controls the specified Person, the specified Person
              Controls, or shares a common Control with the specified Person.
  1.02. Control.
  The word “Control” means the possession, direct or indirect, of the power to
              direct or cause the direction of the management and policies of a Person
              or
              entity, whether through the ownership of voting securities, by contract,
              or
              otherwise.
  1.03. DMA.
  The
              term
“DMA” shall mean a Designated Market Area as defined by A.C. Nielsen Company
              from time to time.
  1.04. Gross
              Sales
  The phrase “Gross Sales” shall mean all revenues from all business conducted
              upon or from the Sonic Restaurant, whether evidenced by check, cash,
              credit,
              charge account, debit card, stored-value card, exchange, or otherwise,
              and shall
              include (without limitation) the amounts received from the sale of
              goods, wares,
              and merchandise, including sales of food, beverages, and tangible property
              of
              every kind and nature, promotional or otherwise (excluding restaurant
              equipment), and for services performed from or at the Sonic Restaurant,
              whether
              the Licensee fills the orders from the Sonic Restaurant or
              elsewhere.  Each charge or sale via credit, debit card, stored-value
              card, or other payment means shall constitute a sale for the full price
              in the
              month during which the charge or sale occurs, regardless of the time
              when the
              Licensee receives payment (in whole or in part) for the charge or
              sale.  The phrase “Gross Sales” shall not include (a) sales of
              merchandise for which the Licensee makes a cash refund, if previously
              included
              in Gross Sales; (b) the price of merchandise returned by customers
              for exchange,
              if the Licensee previously included the sales price of the merchandise
              returned
              by the customer in Gross Sales and includes the sales price of merchandise
              delivered to the customer in exchange in Gross Sales; (c) the amount
              of any
              sales tax imposed by any governmental authority directly on sales and
              collected
              from customers, if the Licensee adds the amount of the tax to the sales
              price or
              absorbs the amount of the sales tax in the sales price and the Licensee
              actually
              pays the tax to the governmental authority; (d) amounts not received
              for menu
              items because of discounts or coupons, if properly documented; and
              (e) amounts
              received from the sale of Sonic-approved stored-value cards.  The
              phrase “Gross Sales” also shall not include any proceeds received by the
              Licensee pursuant to an assignment made in accordance with the provisions
              of
              Section 13.
 2
 
 1.05. License.
 
 The
          word “License” shall mean the
          rights granted the Licensee pursuant to Section 2 of this
          Agreement.
 
 1.06. MSA.
 
 The
          term “MSA” shall mean a
          Metropolitan Statistical Area or a Micropolitan Statistical Area, as applicable,
          as defined by the United States Census Bureau from time to time.
 1.07. Non-traditional
          Locations.
 
 The
            phrase “Non-traditional Locations” shall mean permanent or temporary food
            service facilities operating under one or more of the Proprietary Marks
            at
            locations featuring facilities other than free-standing buildings with
            canopies
            devoted solely to the operation of a Sonic drive-in restaurant and accessible
            to
            the general public by automobile from public
            thoroughfares.  Non-traditional Locations shall include (without
            limitation) (a) military bases and other governmental facilities; (b)
            universities and schools; (c) airports and other transportation facilities;
            (d)
            stadiums, arenas and other sports and entertainment venues; (e) amusement
            and
            theme parks; (f) cafeterias and food courts in shopping centers, shopping
            malls,
            office buildings, and industrial buildings; (g) hotels and convention
            centers;
            (h) hospitals and nursing facilities; (i) museums, zoos and other public
            facilities; and (j) highway travel plazas, convenience stores, and gasoline
            filling stations.
  1.08. Person.
 
 The
          word “Person” shall mean any
          individual or business entity, including (without limitation) a corporation,
          joint venture, general partnership, limited partnership, limited liability
          company, or trust.
  1.09. Proprietary
          Marks.
 
 The
          phrase “Proprietary Marks” shall mean the distinctive and characteristic trade
          names, trademarks, service marks, and trade dress which Sonic designates
          in the
*Sonic Operations Manual* or otherwise in writing or through usage from
          time to time as prescribed for use with the Sonic System and as may from
          time to
          time be developed, including (without limitation) the terms “Sonic,” “America’s
          Drive-In,” “Route 44,” “Wacky Pack,” “Fountain Favorites,” “Frozen Favorites,”
“It’s Sonic Good,” “SuperSonic,” “Your Morning Drink Stop!,” “Ultimate Drink
          Stop,” and “My Sonic;” signs; emblems; menu housings; designs; color schemes;
          standardized premises featuring characteristic exterior style, canopies,
          colors,
          and design (including angled parking stalls equipped with menu housings,
          speakers, and tray supports); interior furnishings; and equipment
          layout.
 3
 
 1.10. Protected
          Area.
 
 The
          phrase “Protected Area” shall mean
          the area defined by Section 2.02 of this Agreement.
 
 1.11. Sonic
          Restaurant.
 
 The
          phrase “Sonic Restaurant” shall
          mean the Sonic drive-in restaurant licensed by this Agreement and may
          alternatively be reffered to herein as the "Restaurant."
 
 1.12. Sonic
          System.
 
 The
          phrase “Sonic System” shall mean
          the unique, proprietary and confidential information of SONIC, including
          (without limitation) the *Sonic Operations Manual* and consisting of (a)
          methods and procedures for the preparation of food and beverage products;
          (b)
          confidential recipes for food products; (c) distinctive service and accessories;
          (d) plans and specifications for interior and exterior signs, designs,
          layouts
          and color schemes (whether copyrighted or not); (e) methods, techniques,
          formats, systems, specifications, procedures, information, trade secrets,
          sales
          and marketing programs; (f) methods of business operations and
          management; (g) knowledge and experience regarding the operation and
          franchising of Sonic drive-in restaurants;
          (h)
          payment methods, including (without limitation) PAYS; and (i) such further
          elements as set forth in the Recitals. 4
  2.  LICENSE
          GRANT.
 
 SONIC
          grants to Licensee for the
          following stated term the right, license and privilege:
  2.01. Location.
 
 (a)           To
          adopt and use the Sonic System at the Sonic Restaurant located at
          __________________________, ______________, _______________.
 
 (b)           To
          have the exclusive rights to adopt and use the Sonic System for a Sonic
          drive-in
          Restaurant to be constructed within the current boundaries of the town
          or city
          of __________________, ________________, for a period of six months from
          the
          date hereof, with the obligation of selecting and having such site approved
          within such six month period and completing Section 2.01(a), above, within
          such
          six month period.
 
 2.02. Trade
          Radius.
 
 Subject
          to the provisions
          of Sections 2.02(c) and 2.02(d), below, SONIC shall not own or operate a
          Sonic drive-in restaurant and shall not license any other Person to own or
          operate a Sonic drive-in restaurant (other than a Sonic drive-in restaurant
          licensed prior to the date of this Agreement) within the Protected Area,
          which
          is the area determined as of the date of this Agreement by the following
          provisions:
 
 (a)
                (i)
                An
                    area defined by a radius extending one and one-half miles from
                    the front
                    door of the Sonic Restaurant if located within a city, town or
                    MSA having
                    a population of 75,000 or more.
 
 (ii)
                An
                    area defined by a radius extending two miles from the front door
                    of the
                    Sonic Restaurant if located within a city, town or MSA having
                    a population
                    of less than 75,000 but more than
                    25,000.
 
 (iii)
                An
                    area defined by a radius extending three miles from the front
                    door of the
                    Sonic Restaurant if located within a city, town or MSA having
                    a population
                    of 25,000 or less.
 
 (iv)
                An
                    area defined by a radius extending three miles from the front
                    door of the
                    Sonic Restaurant if located outside a city, town or
                    MSA.
 
 (b)          
          The
          Protected Area shall not extend into: (i) the contractually-granted protected
          radius of any Sonic drive-in restaurant in existence as of the date of
          this
          Agreement (“Previously Protected Radius”) and (ii) the protected area of any
          developer under an area development agreement with Sonic in existence as
          of the
          date of this Agreement (“Previously Protected Development
          Area”).  Consequently, any Previously Protected Radius and any
          Previously Protected Development Area shall be excepted from the Protected
          Area.  Sonic shall determine the population of an MSA  from
          time to time after the date of this Agreement according to the latest published
          federal census (or other data selected by Sonic) and may reduce the Protected
          Area accordingly upon notice to the Licensee.  If more than one
          subpart of Section 2.02(a) applies, then only the subpart with the smallest
          area
          shall apply.
 (c)          
          Sonic
          shall not own, operate, or license any other Person to own or operate a
          Non-traditional Location (other than a Non-traditional Location owned,
          operated,
          or licensed prior to the date of this Agreement) within the Protected Area
          without the Licensee’s prior written consent.  Simultaneously with the
          request for that written consent, Sonic shall offer the Licensee a right
          of
          first refusal to develop the Non-traditional Location.  The Licensee
          must notify Sonic in writing of its decision regarding the right of first
          refusal to license and operate the Non-traditional Location within 30 days
          after
          Sonic notifies the Licensee of Sonic’s request for the Licensee’s written
          consent to own, operate, and/or license the Non-traditional
          Location.  If the Licensee chooses to exercise its right of first
          refusal, the Licensee must sign Sonic’s then-current form of license agreement
          for a Non-traditional Location for the applicable jurisdiction within 30
          days
          after the Licensee notifies Sonic of its decision.  The Licensee then
          must open the Non-traditional Location within the time period specified
          in the
          license agreement (if specified) or within 12 months after the date of
          the
          license agreement (if not specified).  If the Licensee does not
          execute that agreement within the foregoing 30-day period or does not exercise
          its right of first refusal within the foregoing 30-day period, Sonic shall
          have
          the right to proceed with the ownership, operation, and/or licensing of
          the
          Non-traditional Location as disclosed to the Licensee only if the Licensee
          has
          given its written consent to Sonic.  If the Licensee elects, in its
          sole and absolute discretion, not to give its written consent, Sonic shall
          not
          own, operate, or license any other Person to own or operate the Non-traditional
          Location, except that Sonic may own, operate, or license any other Person
          to own
          or operate the Non-traditional Location without Licensee’s consent, subject to
          Licensee’s right of first refusal described herein, if the Non-Traditional
          Location is in (i) an airport or other transportation facility; (ii) a
          stadium,
          arena, or other sports and entertainment venue; or (iii) a military base
          or
          other governmental facility.
 
 (d)          
          Sonic
          has
          and hereby further reserves the right, in its sole discretion, to acquire
          the
          assets or controlling ownership of an existing restaurant within the Protected
          Area. However, prior to converting an acquired restaurant to a Sonic drive-in
          restaurant or a Non-traditional Location within the Protected Area, Sonic
          shall
          offer the Licensee a right of first refusal to acquire the restaurant at
          a price
          equal to Sonic’s cost of acquiring the restaurant.  If the restaurant
          represents a part of an acquisition of multiple restaurants, Sonic shall
          make a
          reasonable allocation of its cost to acquire the restaurant.  The
          Licensee must notify Sonic of its decision regarding the right of first
          refusal
          within 30 days after Sonic gives the Licensee written notice of its intention
          to
          convert the restaurant to a Sonic drive-in restaurant or Non-traditional
          Location.  If the Licensee chooses to exercise its right of first
          refusal, the Licensee must sign Sonic’s then-current form of license agreement
          for a Sonic drive-in restaurant or Non-traditional Location, and pay the
          required license fee, as applicable, within 20 days after the Licensee
          notifies
          Sonic of its decision.  In the event the Licensee fails to convert the
          restaurant to a Sonic drive-in restaurant or Non-traditional Location pursuant
          to the terms of the applicable license agreement, Sonic shall have the
          right to
          repurchase the restaurant from the Licensee at the same purchase
          price.  If the Licensee does not exercise its right of first refusal,
          Sonic shall have the right to own, operate, and/or license other Persons
          to own
          or operate the restaurant or Sonic may sell or otherwise dispose of the
          restaurant to any person or entity under any terms or conditions Sonic
          deems
          appropriate, provided in no case will the restaurant be operated as a Sonic
          drive-in restaurant or a Non-traditional Location without the consent of
          Licensee, except as may be allowed pursuant to Section
          2.02(c).
 2.03. Licensee.
 
 Licensee shall advertise to the public as a licensee of Sonic.
  2.04. Use of Sonic’s
            Marks.
  Licensee shall adopt and use the Proprietary Marks, but only in connection
            with
            the sale from the Sonic Restaurant of those food and beverage products
            which
            have been designated in the Sonic menu as specified in the *Sonic Operations
            Manual*.


2.05. Site
      Selection.


In the event the Licensee receives this License pursuant to Section
      2.01(b), above, the selection of a site by Licensee shall be subject to the
      approval of Sonic in accordance with the standard site approval procedures
      required by this Agreement and the standard practices of Sonic.  In
      the event a site for the Sonic Restaurant has not been approved by Sonic before
      the expiration of the six-month period provided for by Section 2.01(b), above,
      then this Agreement shall expire and be of no further force or
      effect.  In such case, Sonic will immediately refund to Licensee the
      license fee less the sum of $15,000, which shall be fully earned by Sonic upon
      execution and delivery of this Agreement.




2.06. Relocation.




If
      the Licensee relocates the Sonic Restaurant during the term of this Agreement
      (which relocation must be within the Protected Area) with the written consent
      of
      Sonic (which consent Sonic shall not withhold unreasonably), this Agreement
      shall continue to apply to the Sonic Restaurant in accordance with the terms
      contained in this Agreement, except that Sonic and the Licensee shall enter
      into
      an amendment to this Agreement to change the address of the Sonic Restaurant
      accordingly.  Upon such relocation, the Protected Area shall be
      shifted based on the new location according to Section 2.02 and less and except
      (i) the contractually-granted protected radius of any Sonic drive-in restaurant
      in existence prior to the relocation and (ii) the protected area of any
      developer under an area development agreement with Sonic in existence prior
      to
      the relocation.


5




2.07. Rights
      Reserved to
      Sonic.





Except
      as expressly limited by this
      Agreement, Sonic retains all rights with respect to the Sonic System, the
      Proprietary Marks, the sale of similar or dissimilar products and services,
      and
      any other activities Sonic deems appropriate whenever and wherever it
      desires.  Specifically, but without limitation, Sonic reserves the
      following rights:




(a)  The
        right
        to establish and operate, and to grant to others the right to establish and
        operate, similar businesses or any other businesses offering similar or
        dissimilar products and services through similar or dissimilar channels of
        distribution, at any locations inside or outside the Protected Area under
        trademarks or service marks other than the Proprietary Marks and on any terms
        and conditions Sonic deems appropriate;
  (b)  The
      right
      to provide, offer, and sell, and to grant others the right to provide, offer,
      and sell, goods and services that are identical or similar to and/or competitive
      with those provided at the Sonic Restaurant, whether identified by the
      Proprietary Marks or other trademarks or service marks, through dissimilar
      distribution channels (including, without limitation, the Internet or similar
      electronic media) both inside and outside the Protected Area and on any terms
      and conditions Sonic deems appropriate;





(c)  The
      right
      to establish and operate, and to grant to others the right to establish and
      operate, businesses offering dissimilar products and services, both inside
      and
      outside the Protected Area, under the Proprietary Marks and on any terms and
      conditions Sonic deems appropriate;





(d)  The
      right
      to operate, and to grant others the right to operate, Sonic drive-in restaurants
      or Non-traditional Locations anywhere outside the Protected Area under any
      terms
      and conditions Sonic deems appropriate regardless of the proximity to the Sonic
      Restaurant;





(e)  The
      right
      to be acquired (whether through acquisition of assets, ownership interests,
      or
      otherwise, regardless of the form of transaction) by a business providing
      products and services similar to those provided at the Sonic Restaurant, or
      by
      another business, even if such business operates, franchises, and/or licenses
      competitive businesses in the Protected Area.




3.  TERM.




3.01. Initial
      Term.




Unless sooner terminated as hereafter provided, the term of this Agreement,
      including the License, shall end 20 years from the effective date of this
      Agreement as set forth on the cover page to this Agreement.




3.02. Opening of
      Restaurant.


6




Licensee expressly acknowledges and agrees that a pre-condition to opening
      the Sonic Restaurant shall be Sonic’s written authorization to open, which
      authorization shall be given only


7


upon
      Licensee’s completing, to Sonic’s satisfaction, (i) construction of the Sonic
      Restaurant, (ii) preparation of the Sonic Restaurant for commencement of
      operations, and (iii) training as required by Section 6.04 of this
      Agreement.




3.03. Option.




At the end of the initial term, if Licensee desires, Licensee may renew the
      rights granted under this Agreement, including the License to adopt and use
      the
      Sonic System at the Sonic Restaurant, for an additional 10-year term, provided
      that prior to the expiration of the initial term:




(a)              
      Licensee gives Sonic written notice of Licensee’s election to renew not less
      than six months nor more than 12 months prior to the end of the initial
      term.




(b)             
      Licensee is not, when notice is given, in material default of any provision
      of
      this Agreement or any amendment hereof or successor agreement hereto or in
      material default of any other agreement between Licensee and Sonic or Sonic’s
      Affiliates involving any other license agreement and has substantially complied
      with the terms and conditions of this Agreement and all other such agreements,
      during the term thereof.




(c)              
All monetary obligations owed by Licensee to Sonic or Sonic’s Affiliates from
      any source whatsoever (whether under this Agreement or otherwise) have been
      satisfied prior to renewal.




(d)             The
      Licensee executes a license agreement containing the same terms and conditions
      as this Agreement, except that the license agreement shall provide for a term
      of
      10 years and shall contain the then-current royalty rate and the then-current
      advertising and brand expenditure requirements; provided, however, that in
      lieu
      of an initial license fee, a renewal fee shall be paid to Sonic in the amount
      of:  (i) $4,500, or (ii) 20% of the then-current initial license fee,
      whichever is greater.  However, the renewal fee shall not exceed
      $9,000 as adjusted for inflation on January 1 of each year in accordance with
      the consumer price index and using December of 2006 as the base amount.




(e)              Licensee
      performs such remodeling, repairs, replacements, and redecorations as Sonic
      may
      reasonably require to cause the restaurant equipment and fixtures to conform
      to
      the plans and specifications being used for new or remodeled Sonic drive-in
      restaurants on the renewal date.




(f)              
Licensee executes a general release, in a form satisfactory to Sonic, of any
      and
      all claims the Licensee may have against Sonic and its Affiliates, including
      (without limitation) all claims arising under any federal, state, or local
      law,
      rule, or ordinance.




(g)              
      Licensee principal and/or manager at their expense attend and satisfactorily
      complete such retraining program as Sonic may require at its sole
      discretion. (h)Licensee meets the remodeling requirements set forth in
      Section 6.02(d) herein.


4.  DUTIES
      OF SONIC.




Sonic agrees to regularly advise and consult with Licensee in connection with
      the operation of the Sonic Restaurant and to provide the following to
      Licensee:


8




4.01. Plans.




Standard Sonic Plans and Specifications for a free standing building, equipment
      layout, and signs (see Section 6.03), together with advice and
      consultation.  Any modifications for non­standard buildings, whether
      required by local zoning or building laws or otherwise, must be approved in
      writing by Sonic and are to be paid by Licensee.




4.02. Operations
      Manual.




The *Sonic Operations Manual* containing the standards, specifications,
      procedures, and methods for operating a Sonic drive-in restaurant, one copy
      to
      which Licensee will be given access for the term of this Agreement.




4.03. Marketing
      Assistance.




Certain marketing materials and such merchandising, marketing, and advertising
      research data and advice as may be developed from time to time by Sonic and
      deemed to be helpful in the operation of a Sonic drive-in
      restaurant.




4.04. Communication.




Certain management development and motivational seminars and periodic
      newsletters which communicate to Licensee available advertising materials and
      new developments, techniques, and improvements in areas of restaurant equipment,
      management, food preparation, and service which are pertinent to the operation
      of a restaurant using the Sonic System.




4.05. Evaluation
      Program.




A field evaluation of the Restaurant will be conducted for the mutual
      benefit of both Sonic and Licensee to promote uniform standards of operation
      and
      quality control.




5.  FEES.




5.01. License
      Fee.




The Licensee acknowledges that:  (a) the initial grant of the License
      constitutes the sole consideration for the payment of a license fee of $45,000
      paid by Licensee to Sonic concurrently with the execution hereof; and (b) the
      fee has been earned by Sonic (except where the construction of the Restaurant
      has not been completed within one year from the date of this Agreement as
      discussed in Section 6.02(a) and except as provided hereafter in this Section
      5.01).  Sonic reserves the right, in case construction of the
      Restaurant should be abandoned, the lease assigned for a purpose other than
      the
      operation of the Sonic Restaurant, or other interest in the premises be
      relinquished for a purpose other than the operation of the Sonic Restaurant,
      to
      terminate this Agreement, including the License, upon written notice, after
      which Sonic will immediately refund to Licensee the license fee less the sum
      of
      $15,000, which shall be fully earned by Sonic upon execution and delivery of
      this Agreement.  Licensee shall have the right, if Licensee does not
      consummate a lease or purchase a site for the Restaurant within one year from
      the date of this Agreement, to terminate this Agreement, including the License,
      upon written notice, after which Sonic will immediately refund to Licensee
      the
      license fee less the sum of $15,000, which shall be fully earned by Sonic upon
      execution and delivery of this Agreement.


9






5.02. Royalty
      Fees.




On or before the 10th day of each calendar month, the Licensee shall pay a
      royalty fee determined by the following scale based on Gross Sales for the
      calendar month preceding the date of such payment:




Monthly Gross Sales
            But Not
            RoyaltyGreater Than
            More Than
            Rate$         0.00
            $  5,000.00
            2.00%$  5,000.00
            $10,000.00
            3.00%$10,000.00
            $15,000.00
            3.50%$15,000.00
            $20,000.00
            4.00%$20,000.00
            $25,000.00
            4.50%$25,000.00
            N/A
            5.00%


The
        calculation of Gross Sales and the corresponding royalty fees shall take
        place
        on a cumulative basis.  For example, the following formula results in
        the calculation of the royalty fee on $50,000 of Gross Sales:  Royalty
        Fee = ($5,000 x .02) + ($5,000 x .03) + ($5,000 x .035) + ($5,000 x .04)
        +
        ($5,000 x .045) + ($25,000 x .05).




The
      payment of royalty fees, as well as the payment of any other obligations
      incurred under the terms of this Agreement, shall be made via automated clearing
      house (ACH) or other electronic means approved by Sonic.




5.03. Brand
      Fee.





(a)              
On or before the 10th day of each calendar month throughout the term
      of this
      Agreement, Licensee shall pay to the Sonic Brand Fund, which is administered
      by
      Sonic, a brand  contribution fee in an amount equal to .90% of the
      Gross Sales of the Sonic Restaurant during the calendar month next preceding
      the
      date of such payment.




(b)             
      The amount due to Sonic by Licensee pursuant to Section 5.03(a), above, shall
      be
      in addition to and separate from that which Licensee is obligated to contribute
      pursuant to Sections 11.01(a) and 11.01(c) of this Agreement.




5.04. Transfer
        Fee.
  (a)              
        A transfer fee in the amount of $1,000 shall be paid by Licensee in the event
        of
        a transfer or assignment of this Agreement (resulting in a change in Control
        of
        the Agreement) to a licensee then-currently qualified as a licensee, excluding
        assignments under Sections 13.02 and 13.03.


(b)             
      A transfer fee in the amount of $3,000 shall be paid by Licensee in the event
      of
      a transfer or assignment of this Agreement (resulting in a change in Control
      of
      this License) to a new licensee not then-currently qualified as a licensee,
      excluding assignments under Sections 13.02 and 13.03.





10








5.05. Late
      Payments.




In the event any payments required by Sections 5.02, 5.03, or 5.04, above,
      are
      not paid on or before the date on which they are due, a late charge in an amount
      equal to 1.75% per month shall be levied against such amounts due and shall
      be
      owing to Sonic by the Licensee from the date on which such obligations were
      due
      until any such obligations are paid in full.  In the event any
      payments required by Sections 5.02, 5.03, or 5.04, above, are not paid on or
      before the date on which they are due three or more times during any 12-month
      period, in addition to all other rights of Sonic contained in this Agreement
      or
      otherwise, (a) Sonic may require the Licensee to submit a statement of Gross
      Sales in the form prescribed by Sonic and at a frequency prescribed by Sonic,
      such as weekly; and (b) Sonic may require the Licensee to pay obligations
      incurred under the terms of this Agreement more frequently than once a month,
      such as weekly.  In the event the interest rate set out in this
      Section 5.05 exceeds that amount permitted by Oklahoma law, then the maximum
      interest rate permitted by Oklahoma law shall be charged.  Sonic’s
      acceptance of any partial or late payment does not affect Sonic’s right to
      terminate this Agreement pursuant to the terms of this
      Agreement.  Further, Licensee acknowledges that this Section 5.05 is
      not an agreement to accept any partial payments or payments after they are
      due
      or Sonic’s commitment to extend credit to, or otherwise finance the operation
      of, the Sonic Restaurant.




5.06. Taxes.




(a)              
      Licensee shall pay when due all taxes levied or assessed on Licensee and the
      Sonic Restaurant including, without limitation, unemployment, sales, or gross
      receipts taxes, and all accounts or other indebtedness of any kind incurred
      by
      Licensee in conducting the business of the Sonic Restaurant.





(b)             
      In the time and manner prescribed by Sonic, Licensee shall also pay an amount
      equal to any sales tax or gross receipts tax, but not including any net income
      tax upon Sonic, imposed on Sonic or its Affiliates with respect to any payments
      from Licensee to Sonic required under this Agreement, unless the tax is credited
      against a net income tax otherwise payable by Sonic.





(c)             
      (i)           In the
      event of a dispute with a taxing authority as to (a) Licensee’s liability for
      taxes or (b) Sonic’s or its Affiliate’s liability for any taxes upon which
      Licensee is required under this Section 5.06 to make payment to Sonic, Licensee
      may contest the validity or the amount of the tax or indebtedness in accordance
      with the law and regulations of the taxing authority.  Sonic shall
      provide Licensee with all information, cooperation, and assistance that Licensee
      may reasonably request in connection with any dispute as to Licensee’s, Sonic’s,
      or Sonic’s Affiliate’s liability for taxes.  Licensee shall not permit
      a tax sale, seizure, levy, or similar writ or warrant by a creditor to occur
      against the Sonic Restaurant or any of its assets.





(ii)           In
      the event a state taxing authority makes a refund to Sonic or its Affiliate
      of
      taxes paid for which Sonic previously received payment from Licensee under
      this
      Section 5.06, Sonic shall pay to Licensee the amount of the taxes refunded
      by
      the state taxing authority to Sonic or its Affiliate which equals the amount
      Licensee previously paid to Sonic under this Section 5.06.


11





(d)             
      All notices received by Licensee from a state taxing authority regarding the
      alleged, potential, or actual tax liability of Sonic or its Affiliates shall
      be
      given to Sonic within 15 calendar days of receipt by Licensee.  Sonic
      and Licensee agree to consult in good faith to determine the nature of any
      action to be taken in connection with the notice or any demands contained
      therein.




6.  DUTIES
      OF
      LICENSEE.




6.01.            Sonic
      Restaurant Site.




(a)   
      The site at which Licensee shall operate the Sonic Restaurant is more fully
      described in Section 2.01(a).  During the term of this Agreement, the site
      shall be used exclusively for the purpose of operating a licensed Sonic drive-in
      restaurant.




(b)    In the
      event the Sonic Restaurant premises suffers some physical casualty, the minimum
      acceptable quality and appearance for the restored restaurant will be that
      which
      existed just prior to the casualty, unless the Sonic Restaurant was below
      minimum acceptable standards for Sonic at the time of casualty in which event
      the Sonic Restaurant will be restored to a condition which meets the minimum
      acceptable standard according to Sonic.  However, Licensee agrees to make
      all reasonable effort to have the restored Sonic Restaurant reflect the
      then-current image, design, and specifications of Sonic drive-in
      restaurants.  If the Sonic Restaurant is substantially destroyed by fire or
      other casualty, Licensee may, with the written consent of Sonic, elect to
      terminate this Agreement in lieu of Licensee reconstructing the restaurant,
      provided that for a period of 18 months after said election, Licensee shall
      not
      enter into, become landlord of, or loan money to any restaurant business within
      a three-mile radius of the Sonic Restaurant premises which is similar in nature
      to or competitive with a Sonic drive-in restaurant or considered a quick-service
      restaurant establishment.




6.02. Construction and
      Opening.




(a)    Licensee
      agrees to complete the construction of the Sonic Restaurant and open the Sonic
      Restaurant to the public within one year from the effective date of this
      Agreement.  If the Sonic Restaurant is not constructed and opened to the
      public before the expiration of the one-year  period, then Sonic may
      terminate this Agreement, making it of no further force or effect. In such
      case,
      Sonic will immediately refund to Licensee the license fee less the sum of
      $15,000, which shall be fully earned by Sonic upon execution and delivery of
      this Agreement.  Unless Licensee is remodeling an existing building,
      Licensee shall construct the Sonic Restaurant in accordance with the site plan
      approved by Sonic for such site and with Sonic’s standard construction plans and
      specifications (“Sonic Plans and Specifications”) and layout subject, however,
      to any alterations thereto that may be required by any applicable law,
      regulation, or ordinance.  If alterations of any kind are required to be
      made to the site plan, as approved by Sonic, or to the Sonic Plans and
      Specifications or layouts for any reason, such alterations must be approved
      by
      Sonic in writing before any work is begun on the Sonic
      Restaurant.  The Licensee shall submit the final site layout and
      construction plans for the Sonic Restaurant to Sonic for its written
      approval.  Any costs, including engineering and architectural fees,
      incurred in obtaining approvals by the appropriate governmen­tal authorities
      of the construction plans, specifications, and layouts shall be paid by
      Licensee.  Prior to opening, Licensee shall submit to Sonic, at no
      cost to Sonic, a record set of drawings showing all approved changes to the
      plans and specifications.


12




(b)   If Licensee is
      remodeling the existing Restaurant, Sonic shall have the right to inspect and
      approve all plans and specifications prior to the commencement of any
      work.  The Licensee shall submit the final remodeling plans and
      specifications for the Sonic Restaurant to Sonic for its written approval. 
Nothing in this section shall be construed as an endorsement or guarantee of
      the
      conformity of such plans to applicable local, state, or federal building or
      safety codes, or a guarantee that construction will be done in conformity with
      such approved plans.  In any event, Licensee shall obtain written approval
      of such plans or written notice of Sonic’s waiver of the rights reserved
      hereunder prior to the commencement of construction.




(c)    Licensee
      shall not deviate from the approved plans and specifications in any manner
      in
      the construction or remodeling of the restaurant without the prior written
      approval of Sonic.  If at any time Sonic determines (prior to opening date)
      that Licensee has not constructed or remodeled the Sonic Restaurant in
      accordance with the plans and specifications approved by Sonic, Sonic shall,
      in
      addition to any other remedies, have the right to obtain an injunction from
      a
      court of competent authority against the continued construction and opening
      of
      the Sonic Restaurant, and Licensee hereby consents to any such
      injunction.




(d)             
      Sonic may require the Licensee to undertake extensive remodeling and renovation
      and substantial modifications to existing buildings necessary for the Licensee’s
      restaurant to conform with Sonic’s then-existing system image.  Sonic
      may exercise the foregoing right at any time during the term of this Agreement,
      but may not require (1) the remodeling of the restaurant more than once every
      seven years or (2) the remodeling of a restaurant built within the preceding
      three years, unless the required remodeling will not exceed 15% of the original
      cost of the building, equipment, and land improvements (as adjusted for
      increases in the consumer price index after the construction date of the
      restaurant).  Notwithstanding the foregoing, Sonic shall have the
      right to require the Licensee to modify or replace the large Sonic sign for
      the
      restaurant at any time during the term of this Agreement.  If Sonic
      exercises its right to require the Licensee to undertake extensive remodeling
      or
      renovation or substantial modification within five years of the end of the
      term
      of this Agreement, the Licensee may exercise any right to renew the term of
      this
      Agreement at that point in time in accordance with the applicable provisions
      of
      this Agreement, which renewal then shall take effect as of the expiration of
      the
      then-current term of this Agreement.




6.03. Equipment and
      Sign.




(a)    Licensee
      shall install in and about the Sonic Restaurant such equipment, fixtures,
      furnishings, and other personal property, and shall upgrade or purchase
      additional equipment, fixtures, furnishings, and other personal property, as
      are
      required and which strictly conform to the appearance, uniform standards, and
      specifications of Sonic existing from time to time, which shall be communicated
      to Licensee in the *Sonic Operations Manual* or otherwise in
      writing.  Equipment not required by Sonic shall not be installed without
      Sonic’s prior written consent, except that Licensee may, without Sonic’s prior
      written consent, install security-related equipment that does not interfere
      with
      the operation or trade dress of the Sonic Restaurant.




(b)   In order to
      provide maximum exposure of the Sonic name and marks, Licensee shall prominently
      display and maintain at Licensee’s own expense one Sonic drive-in sign (“Sign”)
      which complies with the specifications required by Sonic from time to time
      and
      in such location as Sonic may approve.  Licensee shall not display any
      other sign or advertising at the Sonic Restaurant without Sonic’s prior written
      approval.


13




(c)             
Licensee may lease the required Sign from Sonic or may acquire or lease the
      Sign
      from any other source approved by Sonic.  Licensee agrees to require in any
      lease agreement with Sonic or other suppliers a clause giving Sonic the right
      to
      remove the Sign from the Sonic Restaurant upon termination of this
      Agreement.




(d)             
Licensee hereby agrees that it shall obtain from the landlord of the property
      at
      which the Sonic Restaurant is located a landlord’s waiver releasing all claims
      against any equipment or sign which belongs to Sonic and all claims to fixtures
      and furnishings that constitute Proprietary Marks of Sonic.




(e)              
      If Licensee is or becomes a lessee of the Sonic Restaurant premises, Licensee
      shall provide Sonic with a true and correct, complete copy of any such lease
      and
      obtain Sonic’s written approval of the lease terms prior to executing the
      lease.  Licensee shall have included in the lease provisions, in form
      satisfactory to Sonic, expressly permitting both the Licensee and Sonic to
      take
      all actions and make all alterations referred to under Section
      15.01.  Any such lease shall also require the lessor thereunder to
      give Sonic reasonable notice of any contemplated termination and a reasonable
      time in which to take and make the above actions and alterations and provide
      that the Licensee has the unrestricted right to assign such lease to
      Sonic.




6.04.           
Training.




(a)    
      Licensee acknowledges the importance of the quality of business operations
      among
      all restaurants in the Sonic System and agrees that it will not allow any of
      its
      licensed establishments to be opened or operated without having at least one
      individual working full time at the Sonic Restaurant who has completed the
      Stage
      Career Development Program or other Sonic-designated training
      program.  If the trained individual ceases to work full time at the
      Sonic Restaurant for whatever reason, the Licensee shall promptly replace the
      individual with a person who has completed the Stage Career Development Program
      or other Sonic-designated training program.  Licensee agrees that each
      individual who participates in the Stage Career Development Program or other
      Sonic-designated training program for the Sonic Restaurant will, at the request
      of Sonic, sign a confidentiality agreement in a form prescribed by Sonic
      agreeing to maintain as confidential certain information learned and received
      during the program.




(b)    Licensee
      shall pay all traveling expenses, living expenses, and any other personal
      expenses for themselves and managers while enrolled in the training
      program.  As part of the initial license fee paid pursuant to Section
      5.01 herein, Licensee shall have the right to have one principal and one manager
      of the Sonic Restaurant attend the Stage Career Development Program or other
      Sonic-designated training program for no cost other than those set out in the
      preceding sentence.  Any additional parties attending the Stage Career
      Development Program or other Sonic-designated training program shall bear the
      cost, including any fees and tuition due for such training program.




(c)    Upon
      opening the Sonic Restaurant, all management personnel shall be certified in
      ServSafe or in another comparable, nationally recognized food safety training
      and certification program approved by Sonic, the cost of which shall be borne
      by
      Licensee.  Management personnel subsequently employed by Licensee at
      the Sonic Restaurant shall have 120 days from the beginning date of such
      employment to successfully complete such training.  Licensee shall pay
      all traveling expenses, living expenses, and any other personal expenses for
      such persons while participating in the training.  Management
      personnel includes any person who has shift responsibility or employee oversight
      at the Sonic Restaurant and also includes the operating principal of the Sonic
      Restaurant.


14




6.05. Compliance with
      Entire System.




(a)    Licensee
      acknowledges that every component of the Sonic System is important to Sonic
      and
      to the operation of the Sonic Restaurant as a Sonic drive-in restaurant,
      including a designated menu of food and beverage products; uniformity of food
      specifications, preparation methods, quality, and appearance; and uniformity
      of
      facilities and service.




(b)    Sonic
      shall have the right to inspect the Sonic Restaurant at all reasonable times
      to
      ensure that Licensee’s operation thereof is in compliance with the standards and
      policies of the Sonic System.  This right to inspect includes the
      right of Sonic or a third party on behalf of Sonic to conduct food safety audits
      and operational assessments.  In the event that any inspection, including a
      food safety audit or an operational assessment, reveals any deficiency or
      unsatisfactory condition with respect to any aspect of the Sonic Restaurant
      operation, Licensee shall, within 72 hours of Licensee’s receipt of notice of
      such condition or such other time as Sonic in its sole discretion may provide,
      correct or repair such deficiency or unsatisfactory condition if it is
      correctable or repairable within such time period, and, if not, shall within
      such time commence such correction or repair and thereafter diligently pursue
      same to completion.  The preceding sentence notwithstanding, the
      Licensee shall take immediate action to correct or repair any deficiency or
      unsatisfactory condition which poses a risk to public health or
      safety.  In the event Licensee fails to comply with the foregoing
      obligations to correct and repair, Sonic, upon 24 hours’ notice to Licensee,
      shall have the right (but no obligation), without being guilty of trespass
      or
      tort, to forthwith make or cause to be made such corrections or repairs, and
      the
      expense thereof, including board, wages, lodging, and transportation of Sonic
      personnel, if utilized, shall be paid by Licensee upon billing by Sonic. 
The foregoing shall be in addition to any other right or remedies Sonic may
      have.




(c)    
      Licensee shall comply with the entire Sonic System as described herein and
      in
      the *Sonic Operations Manual*, including but not limited to the
      following:




(i) Operate
      the Sonic
      Restaurant in a clean, wholesome manner in compliance with standards of quality,
      food safety, service, cleanliness, and appearance as prescribed by governmental
      authorities and by Sonic; comply with all business policies, practices, and
      procedures imposed by Sonic; and maintain the building, equipment, and parking
      area in a good, clean, wholesome condition and repair, well lighted, and in
      compliance with designated standards as may be prescribed from time to time
      by
      Sonic.




(ii) Purchase and install
      kitchen fixtures, lighting, payment systems, and equipment, and office equipment
      and signs in accordance with the equipment specifications and layout designated
      by Sonic.




(iii)Without the
      prior written consent of Sonic, make no (a) building design conversion or
      (b) alterations, conversions, or additions to the building or parking area.




(iv)          Make repairs or
      replacements required because of damage, wear, and tear or in order to maintain
      the Sonic Restaurant building, fixtures, and parking area in good condition
      and
      in conformity with blueprints and plans.


15


(v)         Maintain the parking
      stalls, as required in the standard Sonic Plans and Specifications, for the
      exclusive use of Sonic Restaurant customers.




(vi)         Operate
      the Sonic Restaurant everyday of the year (except Easter, Thanksgiving, and
      Christmas), and at least 15 hours per day or such other hours, including
      specific opening and closing times, as may from time to time be reasonably
      prescribed by Sonic (except when the Sonic Restaurant is untenantable as a
      result of fire or other casualty), maintain sufficient supplies of food and
      paper products, and employ adequate personnel so as to operate the Sonic
      Restaurant at its maximum capacity and efficiency.




(vii)        Cause all employees of
      Licensee, while working in the Sonic Restaurant, to:  (a) wear uniforms of
      such color, design, and other specifications as Sonic may designate from time
      to
      time, (b) present a neat and clean appearance, and (c) render competent and
      courteous service to Sonic Restaurant customers.




(viii)       Serve all menu items which Sonic
      may deem appropriate and which are included in the menu approved by Sonic at
      the
      time to take full advantage of the potential market and achieve standardization
      in the Sonic System, serve no items which are not set forth in the *Sonic
      Operations Manual* and which are not otherwise authorized and approved in
      writing by Sonic, and display and offer only the menu approved by Sonic at
      the
      time.




(ix)         In the dispensing and
      sale of food products: (a) use only containers, cartons, bags, napkins, and
      other paper goods and packaging bearing the approved trademarks and which meet
      the Sonic System specifications and quality standards, (b) use only those
      flavorings, garnishments, and food and beverage ingredients, manufacturers,
      and
      brands which meet the Sonic System specifications and quality standards, which
      Sonic may designate from time to time, and (c) employ only those methods of
      food
      handling, preparation, and serving which Sonic may designate from time to time.




(x)           Make prompt
      payment in accordance with the terms of invoices rendered to Licensee including,
      but not limited to, invoices for the purchase of fixtures, equipment, and food
      and paper supplies.




(xi)          At Licensee’s
      expense, comply with all federal, state, and local laws, ordinances, and
      regulations affecting the operation of the Sonic Restaurant, including all
      laws,
      ordinances, or regulations relating to terrorist activities.




(xii)         Install no electronic
      games or other games of chance at the Sonic Restaurant without the express
      prior
      written consent of Sonic.




(xiii)       Furnish Sonic with current home
      addresses and phone numbers of Licensee and Licensee’s owners and manager;
      furnish Sonic with current information regarding the legal and equity ownership
      and Control of the operation of the Sonic Restaurant; and, upon Sonic’s
      reasonable request, provide updates of financial information, personal financial
      statements, and credit information.


16




(xiv)       Notify Sonic’s Communications
      Department or, if not available, the most senior executive officer of Sonic
      as
      soon as possible and, in any event, within 12 hours after the occurrence at
      the
      Sonic Restaurant of any event which could have an adverse impact on the Sonic
      Restaurant and/or the Sonic System, including (without limitation) the death
      or
      serious bodily injury of any employee or customer for any reason or the risk
      of
      infection by a contagious disease.




(xv)        Only provide a
      Sonic-approved toy premium that is appropriate for the age of the child; make
      a
      Sonic-approved all-age toy premium available upon customer request; and, except
      in the case of an all-age toy premium provided as appropriate, only offer the
      Sonic-approved toy premium corresponding to the Sonic-designated
      promotion.





(xvi)       Accept Sonic-designated debit and
      credit cards, Sonic-approved stored-value cards, and any other Sonic-designated
      payment means.





(xvii)      Participate
      in system-wide initiatives, including technology initiatives such as the
      PartnerNet technology initiative and other initiatives as may be designated
      by
      Sonic from time to time.





(xviii)     Deal with Persons supplying goods and
      services to the Sonic Restaurant in a respectful and responsive manner such
      that
      the reputation and goodwill of Sonic, its licensees, and the Sonic System are
      not tarnished in the business community or with consumers; ensure that all
      Persons that provide goods or services to the Sonic Restaurant during
      construction and operation are timely and fully paid for such goods and
      services, except only to the extent that any of the goods and services are
      non-conforming, damaged, defective, or missing; and, in the event that a dispute
      arises as to quality or quantity of goods or services furnished to the Sonic
      Restaurant, timely communicate with and respond to the supplier in a good faith
      effort to resolve the dispute.  Licensee cannot avoid the obligations
      contained in this Section 6.05(c) (xviii)
      by contracting for or obtaining the goods or services indirectly, such as
      through an intermediary.





(xix)       Except as to bottled water and paper
      products and except as allowed by any policy contained in the *Sonic
      Operations Manual*, do not sell or serve food and beverage products outside
      of the Sonic Restaurant premises and do not donate food and beverage products
      to
      a third party except upon the prior written consent of Sonic.





(xx)        
      Do not sell Sonic coupons, and only sell Sonic-related merchandise on the
      Internet or by other means upon the prior written consent of Sonic.





(xxi)       
      Participate in Sonic-approved marketing, advertising, promotional, and brand
      enhancement programs.


17





(xxii)      In the event Sonic sets a maximum price for
      any product, do not charge a price in excess of such maximum price for the
      product; however, Licensee may charge a price lower than the maximum
      price.





(xxiii)     Sell the Sonic-approved stored-value card or
      other Sonic-designated pre-paid payment means.





(xiv)      Utilize at the Sonic Restaurant a
      Sonic-approved point-of-sale system that at all times has a non-alterable grand
      total function so that each item entered in such register and each day’s totals
      may not be altered once entered.





(d)             
      Sonic shall have the right to establish new or to modify existing operating
      procedures, policies, practices, requirements, and guidelines, which shall
      be
      effective upon notice from Sonic unless Sonic specifies
      otherwise.  Such new or modified operating procedures, policies,
      practices, requirements, and guidelines may require Licensee to incur additional
      expense.




6.06.            Approved
      Suppliers and Advertising Agencies.




(a)              
      Sonic may require the Licensee (i) to purchase food, beverages, signs, and
      equipment which meet the specifications established by Sonic; (ii) to purchase
      such items only from Sonic-designated suppliers (which designated suppliers
      may
      include Sonic or its Affiliates); and (iii) to retain and utilize exclusively
      the marketing and advertising services of the Sonic-approved advertising agency
      of record.  In addition, the Licensee immediately shall use the
      Licensee’s vote or votes in all advertising cooperatives in which the Licensee
      participates to support the use of the advertising agency of record for the
      Sonic drive-in restaurant chain.




(b)              Sonic
      may require the Licensee to support the use of and to use the products and
      programs of the beverage syrup supplier approved by Sonic and used by a majority
      of all Sonic drive-in restaurants, to the exclusion of any other supplier of
      beverage syrup.




(c)              
      Sonic may require the Licensee to comply with the foregoing provisions not
      only
      for the Sonic Restaurant, but also (to the extent the Licensee exercises
      Control) for all other Sonic drive-in restaurants for which the Licensee serves
      as a licensee.




(d)              
      Sonic hereby explicitly retains the exclusive right to consider, review, and
      approve any and all suppliers that may hold, sell, or distribute Sonic-labeled
      goods or products.




(e)              
      Licensee agrees that its suppliers may provide to Sonic information regarding
      Licensee’s past due amounts.




(f)               The
      terms of this Section 6.06 shall continue in effect for as long as the Licensee
      serves as a licensee for a Sonic drive-in restaurant and shall survive the
      expiration or termination of this Agreement.




(g)             
      If at least 95% of all Sonic drive-in restaurants are in compliance with
      Sections 6.06(a) and 6.06(b), Sonic periodically shall submit the approved
      advertising agency or beverage syrup supplier to competitive bid or review,
      but
      shall not be obligated to do so more often than once every three
      years.


18




6.07.            Best
      Efforts.





Licensee
      shall diligently and fully
      exploit his rights in this Agreement by personally devoting his best efforts
      and, in case more than one individual has executed this Agreement as the
      Licensee, at least one individual Licensee shall devote his full time and best
      efforts to the operation of the Sonic Restaurant.  Licensee shall avoid any
      activities which, in Sonic’s sole judgment, would be detrimental to or interfere
      with the business of the Sonic Restaurant, the Sonic System, or
      Sonic.





6.08.            Interference
      with Employment Relations of Others.





During
      the term of this Agreement,
      except upon the prior written consent of Sonic, Licensee shall not employ or
      seek to employ any person who is at the time or was at any time during the
      prior
      six months employed by Sonic or any of its subsidiaries.  In addition,
      during the term of this Agreement, except upon the prior written consent of
      Licensee, Sonic agrees not to employ or seek to employ any person who is at
      the
      time or was at any time during the prior six months employed by Licensee in
      a
      management level position.





6.09.            Sonic’s
      Standards.





Licensee
      shall operate the Sonic
      Restaurant specified in this Agreement in conformity with the Sonic System
      and
      the obligations set forth in this Agreement and shall strictly adhere to Sonic’s
      standards and policies as they exist now and as they may be from time to time
      modified.





6.10.            Majority
      Interest Owner.





Licensee
      represents, warrants, and
      agrees that Licensee actually owns the majority interest in the legal and equity
      ownership and Control of the operation of the Sonic Restaurant, and that
      Licensee shall maintain such interest during the term of this Agreement except
      only as otherwise permitted pursuant to the terms and conditions of this
      Agreement.  Licensee shall furnish Sonic with such evidence as Sonic
      may request from time to time for the purpose of assuring Sonic that Licensee’s
      interest remains as represented herein.





6.11.           
      Electronic Communication and Use of Internet.





(a)              
      At Sonic’s option, Sonic may post the *Sonic Operations Manual* (pursuant
      to Sonic’s obligation to provide Licensee with access to the *Sonic
      Operations Manual*, as set forth in Section 8) and other communications on a
      restricted Intranet or other website to which Licensee will have
      access.  If Sonic does so, Licensee must periodically monitor the site
      for any updates to the *Sonic Operations Manual* or other standards,
      specifications, and procedures.  Any passwords or other digital
      identification necessary to access the *Sonic Operations Manual* and
      other information on such a site will be deemed to be part of the Confidential
      Information (defined in Section 9.01).  Further, Licensee agrees that
      Licensee will establish the channels of communication with Sonic and Licensee’s
      customers as required by Sonic from time to time, including e-mail, Internet,
      and other electronic forms of communication, and that Licensee will acquire
      and
      maintain any computer or other components necessary for the transmission of
      such
      communications.


19





(b)              Licensee
      will not establish or operate a website for the Sonic Restaurant or for
      Licensee’s organization that owns and operates the Sonic Restaurant or other
      Sonic restaurants under license agreements with Sonic.




7.  PROPRIETARY
      MARKS.





7.01.           
      Sonic’s Representations.





Sonic
      represents with respect to the
      Proprietary Marks that Sonic will use and permit Licensee and other licensees
      to
      use the Proprietary Marks only in accordance with the Sonic System and the
      standards and specifications attendant thereto which underlie the goodwill
      associated with and symbolized by the Proprietary Marks.





7.02.           
      Use of Marks.





With
      respect to Licensee’s licensed use
      of the Proprietary Marks pursuant to this Agreement, Licensee agrees
      that:





(a)              
      Licensee shall use only the Proprietary Marks designated by Sonic and shall
      use
      them only in the manner authorized and permitted by Sonic.





(b)              Licensee
      shall use the Proprietary Marks only for the operation of the Sonic
      Restaurant.





(c)              
      During the term of this Agreement and any renewal hereof, Licensee shall
      identify itself as the owner of the Sonic Restaurant in conjunction with any
      use
      of the Proprietary Marks, including, but not limited to, invoices, order forms,
      receipts, and contracts, as well as at conspicuous locations on the premises
      of
      the Sonic Restaurant.  The identification shall be in the form which
      specifies Licensee’s name, followed by the term “Licensed Proprietor”, or such
      other identification as shall be approved by Sonic.





(d)              Licensee’s
      rights to use the Proprietary Marks are limited to such uses as are authorized
      under this Agreement, and any unauthorized use thereof shall constitute an
      infringement of Sonic’s rights.





(e)              Licensee
      shall not use the Proprietary Marks to incur any obligation or indebtedness
      on
      behalf of Sonic.





(f)               Licensee
      shall not use the Proprietary Marks as part of its corporate or other legal
      name.





(g)              Licensee
      shall comply with Sonic’s instructions in filing and maintaining the requisite
      trade name or fictitious name registrations, and shall execute any documents
      deemed necessary by Sonic or its counsel to obtain protection for the
      Proprietary Marks or to maintain their continued validity and
      enforceability.





(h)             
      In the event that litigation involving the Proprietary Marks is instituted
      or
      threatened against Licensee, Licensee shall promptly notify Sonic and shall
      cooperate fully in defending or settling such litigation.


20





7.03.            Licensee’s
      Understanding.





Licensee
      expressly understands and
      acknowledges that:





(a)              
      As between the parties hereto, Sonic owns the right and interest in and to
      the
      Proprietary Marks and the goodwill associated with and symbolized by them,
      and
      any and all use thereof by Licensee inures to the benefit of Sonic.





(b)              
      The Proprietary Marks are valid and serve to identify the Sonic System and
      those
      who are licensed under the Sonic System.





(c)              
      Licensee shall not directly or indirectly contest the validity or the ownership
      of the Proprietary Marks.





(d)              Licensee’s
      use of the Proprietary Marks pursuant to this Agreement does not give Licensee
      any ownership interest or other interest in or to the Proprietary Marks, except
      the nonexclusive license granted herein.





(e)               Any
      and all goodwill arising from Licensee’s use of the Proprietary Marks in its
      licensed operations under the Sonic System shall inure solely and exclusively
      to
      Sonic’s benefit, and upon expiration or termination of this Agreement and the
      License herein granted, no monetary amount shall be assigned as attributable
      to
      any goodwill associated with Licensee’s use of the Sonic System or the
      Proprietary Marks.





(f)               
      The right and license of the Proprietary Marks granted hereunder to Licensee
      is
      nonexclusive except as provided in Section 2.01 of this Agreement, and Sonic
      thus has and retains the right among others:





(i)           To grant
      other licenses for the Proprietary Marks, in addition to those licenses already
      granted to existing licensees.





(ii)           To use the
      Proprietary Marks in connection with selling products and services.





(iii)           To
      develop and establish other systems for the same or similar Proprietary Marks,
      or any other Proprietary Marks, and grant licenses or franchises thereto without
      providing any rights therein to Licensee.





(g)           Sonic
      reserves the right to substitute different Proprietary Marks for use in
      identifying the Sonic System and the businesses operating thereunder if Sonic’s
      currently owned Proprietary Marks no longer can be used.





7.04.            Other
      Intellectual Property.





If
      Licensee develops any trademark,
      service mark, trade dress, copyright, patent, or other intellectual property
      for
      use in promoting or operating the Sonic Restaurant or promoting the Sonic
      System, such intellectual property will be deemed the property of Sonic or
      its
      Affiliate, at Sonic’s election, without charge or the payment of any royalty,
      and Licensee shall take action as necessary to convey such rights to
      Sonic.


21





8.  MANUAL.





Sonic
      shall provide Licensee access to,
      for use at the Sonic Restaurant, the *Sonic Operations Manual* prepared
      by Sonic for use by licensees of Sonic drive-in restaurants similar to the
      Sonic
      Restaurant to be operated by Licensee.  Licensee recognizes that the
*Sonic Operations Manual* contains detailed information relating to
      operation of the Sonic Restaurant including: (a) food formulas and
      specifications for designated food and beverage products; (b) methods of
      inventory control; (c) bookkeeping and accounting procedures; (d) business
      practices and policies; (e) required equipment; and (f) other management and
      advertising policies.  Licensee agrees to promptly adopt and use
      exclusively the formulas, methods, and policies contained in the *Sonic
      Operations Manual*, now and as they may be modified by Sonic from time to
      time, and to return said manual to Sonic at the expiration or earlier
      termination of this Agreement.





9.  CONFIDENTIAL
      INFORMATION.





9.01.           
      Sonic Proprietary and Confidential Information.





Sonic
      possesses certain unique,
      proprietary, and confidential information, consisting of methods and procedures
      for preparation of food and beverage products, confidential recipes for food
      products, distinctive service and accessories, plans and specifications for
      interior and exterior signs, designs, layouts, and color schemes, and methods,
      techniques, formats, systems, specifications, procedures, business information,
      trade secrets, sales and marketing programs and information, methods of business
      operations and management, and knowledge of and experience in the operation
      and
      franchising of Sonic drive-in restaurants and the Sonic System (collectively,
      the “Confidential Information”).  Sonic will disclose the Confidential
      Information to Licensee in furnishing Licensee the Sonic Plans and
      Specifications for a Sonic drive-in restaurant, the training program, and the
      *Sonic Operations Manual*, and in providing guidance and assistance to
      Licensee during the term of this Agreement.  The *Sonic Operations
      Manual*, as modified by Sonic from time to time, and the policies contained
      therein, are incorporated in this Agreement by reference. Licensee acknowledges
      that Confidential Information will be disclosed by Sonic through various means,
      including orally, in writing, and electronically, such as on a restricted
      Intranet or other website.





9.02.           Licensee’s
      Use of Proprietary and Confidential Information.





Licensee
      acknowledges and agrees that
      Licensee shall not acquire any interest in the Confidential Information, other
      than the right to utilize it in the development and operation of the Sonic
      Restaurant (and other Sonic drive-in restaurants under license agreements with
      Sonic) during the term of this Agreement, and that the use or duplication of
      the
      Confidential Information in any other business would constitute an unfair method
      of competition.  Licensee acknowledges and agrees that the
      Confidential Information is proprietary to Sonic, may constitute trade secrets
      of Sonic, and is disclosed to Licensee solely on the condition that Licensee
      agrees, and Licensee does hereby agree, that Licensee:





(i)  shall
      not
      use the Confidential Information in any other business or capacity, or for
      the
      benefit of any other Person or entity;


22





(ii)
      shall maintain the
      absolute confidentiality of the Confidential Information, and shall not disclose
      or divulge the Confidential Information to any unauthorized Person or entity,
      during and after the term of the Agreement;





(iii)
      shall not make
      unauthorized copies of any portion of the Confidential Information disclosed
      in
      printed, audio, or video form (except in connection with instruction of
      employees in the operation of the Sonic Restaurant); and





(iv)
      shall adopt and
      implement all procedures prescribed from time to time by Sonic to prevent
      unauthorized use or disclosure of the Confidential Information, including,
      without limitation, restrictions on disclosure thereof to employees of the
      Sonic
      Restaurant and the use of nondisclosure and non-competition clauses in
      employment agreements with employees (including all owners, shareholders,
      members, officers, and partners of Licensee) who have access to the Confidential
      Information.





9.03.            Licensee’s
      Use of*Sonic Operations Manual*.





Licensee
      may not at any time, in any
      manner, directly or indirectly, and whether or not intentionally, copy any
      part
      of the *Sonic Operations Manual*, permit any part of it to be copied,
      disclose any part of it except to employees or others having a need to know
      its
      contents for purposes of operating the Sonic Restaurant, or permit its removal
      from the Sonic Restaurant without prior written consent from
      Sonic.  Notwithstanding anything to the contrary contained in this
      Agreement and provided Licensee shall have obtained Sonic’s prior written
      consent, the restrictions on Licensee’s disclosure and use of the Confidential
      Information shall not apply to the following:





(a)              
      information, processes, or techniques which are or become generally known in
      the
      food service industry, other than through disclosure (whether deliberate or
      inadvertent) by Licensee; and





(b)             
      disclosure of the Confidential Information in judicial or administrative
      proceedings to the extent that Licensee is legally compelled to disclose such
      information, provided Licensee shall have used its best efforts, and shall
      have
      afforded Sonic the opportunity, to obtain an appropriate protective order or
      other assurance satisfactory to Sonic of confidential treatment for the
      information required to be so disclosed.





9.04.            No
      Information to the Public.





Licensee
      acknowledges that Sonic’s
      parent company, Sonic Corp., is a public company, and that Sonic Corp. makes
      certain information regarding the performance of the Sonic System available
      to
      the public, including investors and financial analysts, in the normal course
      of
      business. Licensee further acknowledges that Licensee’s own disclosure of
      certain information to the public could interfere with the business of
      Sonic.  Licensee agrees that it will not provide to the public, or to
      any investor, financial analyst, or person that influences investments, any
      information that might indicate the performance of the Sonic System, the Sonic
      restaurant chain, or any aspect thereof, including sales information, except
      that Licensee may provide information to attorneys, accountants, financial
      planners, and other professionals as required in the course of Licensee’s
      personal business or the operation of the Sonic Restaurant.


23





10.  ACCOUNTING
      AND RECORDS.





10.01.          Due
      Date.





On
      or before the 10th day of each
      month, Licensee shall submit to Sonic a complete profit and loss statement
      in a form prescribed by Sonic and such statistical reports in such form as
      Sonic
      shall reasonably require from time to time, for the previous month immediately
      ended, or for such other time period as may be designated by
      Sonic.  Such profit and loss statements and other statistical and
      financial reports required by this Agreement shall be submitted by electronic
      means as specified by Sonic.





10.02.         
      Record Retention.





Licensee
      shall keep and preserve full
      and complete records of the Sonic Restaurant business for at least three years
      in a manner and form satisfactory to Sonic and shall also deliver such
      additional financial, operating, and other information and reports as Sonic
      may
      reasonably request on the forms and in the manner prescribed by Sonic; provided,
      however, that Licensee shall maintain, at a minimum, those books and records
      required to be kept by the Internal Revenue Service under the Internal Revenue
      Code for purposes of its regulation of Licensee’s business and make the same
      books available to Sonic.





10.03.          Charitable
      Contributions and Discounts.





In
      meeting the requirements set forth
      in Sections 10.01 and 10.02 above, Licensee shall keep records substantiating
      and enter as a line item on its financial statements amounts representing the
      valuation for goods (whether food, paper, or otherwise) which constitute
      charitable contributions to third parties from the same goods out of the Sonic
      Restaurant.  Likewise, the Licensee shall maintain records and enter
      on its financial statements (particularly a line item on its profit and loss
      statement) information representing the value or amount of sales represented
      by
      coupons traded with and discounts granted by the Licensee at the Sonic
      Restaurant.





10.04.         
      Annual Reports.





Licensee
      further agrees to submit,
      within 90 days following the close of each fiscal year of the Sonic Restaurant’s
      operation, a profit and loss statement covering operations during such fiscal
      year and the balance sheet taken as of the close of such fiscal
      year.





10.05.          Audit
      by Sonic.





Sonic
      shall have the right to inspect
      and audit Licensee’s accounts, books, records, and tax returns at all times
      during and after the term of this Agreement.  If such inspection
      discloses that Gross Sales actually exceeded or, pursuant to generally accepted
      audit methodologies, should have exceeded the amount reported by Licensee,
      Licensee shall immediately pay Sonic:  (i) the additional royalty fee,
      brand fee, and advertising expenditures; (ii) interest on all unpaid amounts
      (from the original due date) at a rate equal to that provided by Section 5.05
      herein; and (iii) a 10% surcharge on all unpaid amounts.  If such
      inspection discloses that Gross Sales actually exceeded or, pursuant to
      generally accepted audit methodologies, should have exceeded the amount reported
      by Licensee as Licensee’s Gross Sales by an amount equal to 3% or more of the
      Gross Sales originally reported to Sonic, Licensee shall bear the cost of such
      inspection and audit at rates and fees customarily charged by Sonic for such
      auditing and inspecting services and duties.  Unpaid brand fees,
      including interest and surcharges collected by Sonic pursuant to this section,
      shall be used in accordance with the expenditures authorized by Section 5.03;
      nevertheless, Sonic may, on a case by case basis, at Sonic’s sole discretion,
      use such collected amounts in accordance with the expenditures authorized by
      Section 11.01.  Sonic shall have the right to bring an action in its
      own name to collect unpaid brand and advertising expenditures required by
      Section 11 herein.


24





10.06.         Third-Party
      Audit.





If
      Sonic has reason to believe that the
      Licensee may not have reported all of its Gross Sales, Sonic may require the
      Licensee to have its profit and loss statement and balance sheet certified
      by an
      independent public accountant.  Licensee shall at his expense cause a
      Certified Public Accountant to consult with Sonic concerning such statement
      and
      balance sheet.  The original of each such reports required by this Section
      10.06 shall be mailed to Sonic’s business office at the address designated in
      Section 19 below.





10.07.          Licensee’s
      Failure to Timely Deliver Financial Records.





If
      Licensee fails to timely provide
      Sonic with complete profit and loss statements, accounts, books, records, and
      tax returns pertaining to the Sonic Restaurant business, or fails to fully
      cooperate with Sonic’s audit of the Sonic Restaurant business, Sonic shall have
      the right to estimate Licensee’s Gross Sales for the Sonic Restaurant using
      information available on the Sonic Restaurant or other Sonic drive-in
      restaurants.  Licensee agrees to accept Sonic’s estimates as
      conclusively correct until Licensee fully complies with Sonic’s accounting and
      disclosure requirements under this Agreement.  However, if the
      Licensee’s subsequent accounting and disclosures reveal that Licensee
      under-reported Gross Sales or underpaid fees due under this Agreement, Sonic
      may
      recover all deficiencies and may litigate claims of fraud even though Sonic
      may
      have already obtained a judgment using Sonic’s
      estimates.  Furthermore, nothing in this Agreement or any judgment
      using estimates shall prevent or hinder Sonic’s further efforts and rights to
      obtain the accounting and disclosures which Licensee is required to give to
      Sonic under this Agreement.  Without regard to whether Licensee fails
      to timely provide records to Sonic or fails to fully cooperate with Sonic in
      the
      audit of the Sonic Restaurant, Sonic may make estimates during the audit process
      or for other purposes as allowed by generally accepted accounting principles
      or
      audit methodologies.





10.08.                      Financial
      Disclosure.





Sonic
      shall have the right to assemble
      and disseminate to third parties financial and other information regarding
      the
      Licensee and other licensees of Sonic to the extent required by law or to the
      extent necessary or appropriate to further the interests of the Sonic System
      as
      a whole.  Sonic shall have the right to disclose the business name,
      address, and telephone number of the Licensee as they appear in Sonic’s records
      to any Person making inquiry as to the ownership of the Sonic
      Restaurant.  Sonic shall not disclose specific financial information
      regarding the Licensee or the Sonic Restaurant to any Person without (a) the
      Licensee’s prior, written consent or (b) being directed to disclose the
      information pursuant to the order of a court or other governmental
      agency.


25


10.09.          Accounting
      Services.





In the event that Licensee is late three or more times during any 12-month
      period in paying any fee or obligation required by this Agreement, including
      the
      royalty fees set forth in Section 5.02 and the brand and advertising
      expenditures set forth in Sections 5.03 and 11, Sonic shall have the right
      to
      require Licensee to use Sonic’s accounting services for the term of this
      Agreement and any renewal, for which cost Licensee shall reimburse
      Sonic.  This requirement is in addition to all other rights Sonic may
      have under the terms of this Agreement and otherwise.





10.10.        
      Application of Payments.





Despite
      any payment designation by
      Licensee, Sonic may apply any payments received from Licensee pursuant to this
      Agreement to the oldest debt or in accordance with any payment application
      process prescribed by Sonic.





11.  ADVERTISING
      AND BRAND EXPENDITURES.





11.01.          Standard
      Programs.





Recognizing the value of advertising and the importance of the standardization
      of advertising and brand programs to the furtherance of the goodwill and public
      image of the System, the parties agree as follows:





(a)              
      In the event the Sonic Restaurant lies within a DMA for which a Sonic-approved
      advertising cooperative has been formed, Licensee (i) shall join such
      advertising cooperative or such other advertising cooperative as may be
      designated by Sonic; (ii) shall abide by, follow, support, and promote the
      financial accounting requirements established by Sonic from time to time for
      advertising cooperatives, including complying with the format of financial
      reporting required by Sonic, acknowledging Sonic’s right to audit the
      advertising cooperative, cooperating fully with Sonic in the event of any such
      audit, and using either the cooperative accounting services of Sonic or another
      Sonic-approved accounting service; (iii) shall support the adoption of only
      those bylaws approved by Sonic for the advertising cooperative; and (iv) shall
      not purchase media outside of the advertising cooperative.  Licensee
      shall contribute to such advertising cooperative an amount required by such
      advertising cooperative on a schedule required by such advertising cooperative,
      provided that such contributions shall occur no less often than each calendar
      month and shall be of an amount not less than 3.25% of Licensee’s Gross Sales
      from the Sonic Restaurant during each partial or full calendar
      month.  If the DMA has, in Sonic’s sole discretion, been designated a
“developing market,” Licensee shall instead contribute to the advertising
      cooperative not less than 5% of Licensee’s Gross Sales from the Sonic Restaurant
      during each partial or full calendar month; however, at any time Sonic may
      alternatively designate other uses for any portion of such developing market
      contribution if Sonic determines, in its sole discretion, that there is less
      need for advertising and a greater need for another use.





(b)             
      In the event there exists no Sonic-approved advertising cooperative in the
      DMA
      in which the Sonic Restaurant is located, Licensee shall promptly form an
      advertising cooperative for the DMA and further comply with the requirements
      set
      forth in Sections 11.01(a) and 11.01(c) and other provisions of this Agreement
      applicable to and related to advertising cooperatives.


26





(c)              
      Sonic or its designee shall maintain and administer a marketing fund for the
      Sonic System titled the System Marketing Fund (the “SMF”) as
      follows:





(i)           The SMF
      shall be administered by Sonic, and funds paid to the SMF shall be deposited
      in
      a separate bank account denoted as the System Marketing Fund.





(ii)          The advertising
      cooperative of which Licensee is a member shall pay to the SMF a sum equal
      to 2%
      of Licensee’s Gross Sales (or higher as may be prescribed by Sonic) from the
      contribution paid by Licensee to the advertising cooperative.





(iii)          Sonic shall
      direct all marketing programs with sole discretion over the creative concepts,
      materials, and media used in such programs.  The Licensee acknowledges that
      Sonic and its designees undertake no obligation in administering the SMF to
      make
      expenditures for Licensee which are equivalent or proportionate to Licensee’s
      contribution.





(iv)          The
      SMF is intended to complement local marketing efforts by promoting the message
      of the Sonic brand to an expanded audience.  The SMF and all earnings
      thereof shall be used primarily to purchase national broadcast, print,
      interactive, and other media, sponsorships, and brand enhancement
      opportunities.  The SMF and its earnings shall not inure to the
      benefit of Sonic.





(v)          The
      SMF is not an asset of Sonic, and an independent certified public accountant
      designated by Sonic shall review the operation of the SMF annually, and the
      report shall be made available to Licensee upon
      request.  Notwithstanding the foregoing, the body approved and
      designated by the Sonic as the body to consult with regarding the Sonic’s
      maintenance and administration of the SMF (such as the Franchise Advisory
      Council Executive Committee or its successor) may designate the independent
      public accountant to conduct the required review of the operation of the SMF
      if
      requested in writing at least 30 but not more than 60 days prior to the end
      of
      each fiscal year.





(vi)         Although Sonic intends
      the SMF to be of perpetual duration, Sonic maintains the right to terminate
      the
      SMF.  The SMF shall not be terminated, however, until all monies in the SMF
      have been expended for marketing and promotional purposes as
      aforesaid.





(vii)        On at least a quarterly
      basis, Sonic shall consult with the body approved and designated by Sonic (such
      as the Franchise Advisory Council Executive Committee or its successor)
      regarding Sonic’s maintenance and administration of the SMF and shall report to
      that body on the SMF’s operation.





(d)              For
      purposes of determining the amount which the Licensee is required to contribute
      pursuant to Sections 11.01(a) and 5.03, above, for each calendar month which
      is
      the subject of review, the parties hereto agree that the preceding calendar
      month shall be used in determining the Gross Sales of the Sonic Restaurant
      to
      determine the contributions or expenditures required hereunder.  For
      example, to determine the contributions or expenditures required for February,
      the parties hereto agree that they will look to the preceding January’s sales in
      order to determine the Gross Sales to determine the amount which must be
      contributed or expended by the Licensee under these Sections 11.01(a) and
      5.03.  In the event the amounts required by Sections 11.01(a) and 5.03
      are not paid in a timely fashion, Licensee shall pay Sonic in accordance with
      Section 10.05.


27





(e)              
      All advertising by Licensee in any medium which utilizes the Proprietary Marks
      or refers in any way to the Sonic Restaurant shall be conducted in a dignified
      manner and shall conform to such standards and requirements as Sonic may specify
      from time to time in writing.  Licensee shall submit to Sonic (in
      accordance with the notice provisions contained herein), for Sonic’s prior
      approval (except with respect to prices to be charged unless the terms of
      Section 6.05(c)(xxii) apply), samples of all advertising and promotional plans
      and materials that Licensee desires to use that use the Proprietary Marks or
      refer to the Sonic Restaurant and that have not been prepared or previously
      approved by Sonic.  If written disapproval thereof is not received by
      Licensee within 15 days from the date of receipt by Sonic of such materials,
      Sonic shall be deemed to have given the required approval.  Upon notice
      from Sonic, Licensee shall discontinue and/or remove any objectionable
      advertising material, whether or not same was previously approved by
      Sonic.  If said materials are not discontinued and/or removed within five
      days after notice, Sonic or its authorized agents, may, at any time, enter
      upon
      Licensee’s premises, or elsewhere, and remove any objectionable signs or
      advertising media and may keep or destroy such signs or other media without
      paying therefore, and without being guilty of trespass or other
      tort.





(f)              
      Sonic may offer from time to time to provide, upon terms subject to the
      discretion of Sonic, approved local advertising and promotional plans and
      materials, including, without limitation, newspaper display space and
      distributed promotional materials.





(g)             
      Sonic or its designee shall maintain and administer a fund for the Sonic System
      titled the Sonic Brand Fund (the “SBF”) (formerly known as the Sonic Advertising
      Fund) as follows:





(i)            As
      provided in Section 5.03 hereof, Licensee shall pay a brand contribution fee
      to
      the SBF, which shall be deposited in a separate bank account denoted as the
      Sonic Brand Fund.





(ii)           Sonic
      shall direct all brand programs with sole discretion over the concepts,
      materials, guidelines, and media used in such programs.  The SBF is
      intended to enhance the Sonic System and maximize general public recognition
      and
      acceptance of the Proprietary Marks for the benefit of the System, and the
      Licensee acknowledges that Sonic and its designees undertake no obligation
      in
      administering the SBF to make expenditures for Licensee which are equivalent
      or
      proportionate to Licensee’s contribution, and nothing in this Section 11.01
      shall contravene the intent in Section 11.01(g)(iv).





(iii)          The SBF and all
      earnings thereof shall be used exclusively to meet any and all costs of
      maintaining, administering, directing, and preparing advertising and other
      promotional programs (including, without limitation, the cost of preparing
      and
      conducting television, radio, magazine, and newspaper advertising campaigns
      and
      other public relations activities; employing advertising agencies to assist
      therein; and providing promotional brochures and other marketing materials
      to
      licensees in the Sonic System) as well as any other purpose that promotes,
      enhances, or protects the Sonic System including, but not limited to, food
      safety programs, customer feedback programs, and Sonic Games.  All sums
      paid by licensees to the SBF shall be maintained in a separate account from
      the
      other funds of Sonic.  The SBF shall pay Sonic monthly an amount equal
      to 15% of the SBF’s receipts during the preceding month, but not to exceed
      Sonic’s actual administrative costs and overhead, if any, as Sonic may incur in
      activities reasonably related to the administration or direction of the SBF
      for
      the licensees and the Sonic System, including without limitation, conducting
      market research, preparing marketing, advertising, and other materials, and
      collecting and accounting for assessments for the SBF.  The SBF and
      its earnings shall not inure to the benefit of Sonic.


28





(iv)         All materials produced
      by the SBF shall be made available to all licensees on a regular basis at less
      than full production cost but including the cost of distribution.  This
      Section 11.01(g)(iv) shall not preclude Sonic from offering other materials
      not
      produced by the SBF upon terms subject to the discretion of Sonic.  (See
      Section 11.01(f).)





(v)          The SBF is not an
      asset of Sonic, and an independent certified public accountant designated by
      Sonic shall review the operation of the SBF annually, and the report shall
      be
      made available to Licensee upon request.  Notwithstanding the
      foregoing, the body approved and designated by Sonic as the body to consult
      with
      regarding Sonic’s maintenance and administration of the SBF (such as the
      Franchise Advisory Council Executive Committee or its successor) may designate
      the independent public accountant to conduct the required review of the
      operation of the SBF, if requested in writing at least 30 but not more than
      60
      days prior to the end of each fiscal year.





(vi)         Although Sonic intends
      the SBF to be of perpetual duration, Sonic maintains the right to terminate
      the
      SBF.  Such SBF shall not be terminated, however, until all monies in the
      SBF have been expended for purposes as aforesaid.





(vii)        On
      at least a quarterly basis, Sonic shall consult with the body approved and
      designated by Sonic (such as the Franchise Advisory Council Executive Committee
      or its successor) regarding Sonic’s maintenance and administration of the SBF
      and shall report to that body on the SBF’s operation.





(h)             
      Coupons created or developed by or for Licensee for use in promoting the Sonic
      Restaurant are subject to the provisions of Section
      11.01(e).  Additionally, such coupons shall conspicuously state (i)
      the location(s) where the coupons will be accepted and (ii) an expiration
      date.  Licensee shall use its best efforts to ensure that coupons
      created or developed for the Sonic Restaurant or its market are not distributed
      outside the area of the Sonic Restaurant or its market.





11.02.          Publicity.





Sonic shall have the right to photograph the Sonic Restaurant’s exterior and/or
      interior, and the various foods served, and to use any such photographs in
      any
      of its publicity or advertising, and Licensee shall cooperate in securing such
      photographs and consent of Persons pictured.


29





12. 
      INSURANCE.





12.01.          Insurance
      Amounts.





Prior to opening or taking possession of the Sonic Restaurant, the Licensee
      shall acquire and thereafter maintain insurance from insurance companies
      acceptable to Sonic.  The Licensee shall determine the appropriate
      limits of liability insurance and shall also have the right to specify other
      forms of insurance, but Sonic shall require the following minimum amounts and
      policy forms of insurance:





(a)              
      The Licensee shall maintain statutory worker’s compensation insurance and
      employer’s liability insurance having a minimum limit of liability of the
      greater of $500,000 or the minimum amount otherwise required by applicable
      state
      law.  Sonic shall accept participation in the Texas Sonic Employers
      Trade Association (“TSETA”) or in the non-subscriber program for Sonic drive-in
      restaurants located in Texas as long as Texas law does not require statutory
      worker’s compensation insurance.





(b)              The
      Licensee shall maintain commercial general liability insurance, including bodily
      injury, property damage, products, personal, and advertising injury coverage,
      on
      an occurrence policy form having a minimum per occurrence and general aggregate
      limits of at least $1,000,000 per location.





(c)              
      The Licensee shall maintain non-owned automobile liability insurance having
      a
      minimum limit of $1,000,000.  The automobile policy also shall provide
      coverage for owned automobiles if owned or leased in the name of the
      Licensee.





(d)              
      The Licensee shall maintain excess (umbrella) liability insurance having a
      minimum limit of $1,000,000 per occurrence / general aggregate per
      location.





(e)              
      The Licensee shall maintain business income interruption insurance with an
      endorsement providing for reimbursement for a minimum of 12 months to Sonic,
      any
      Sonic-administered fund, and the advertising cooperative of which the Licensee
      is a member, as applicable, for payments due under Sections 5.02, 5.03, and
      11.01 stemming from an event causing closure of the Sonic Restaurant for 48
      hours or more.





(f)               
      Sonic shall have the right to require the Licensee to increase the insurance
      specified above by giving the Licensee 60 days’ written notice in accordance
      with the notice provisions of this Agreement, and the Licensee shall comply
      no
      later than the first policy renewal date after that 60-day period.





12.02.          Sonic
      as Additional Insured.





The
      Licensee shall name Sonic and
      Sonic’s subsidiaries and Affiliates as additional insureds and loss payees under
      the insurance policies specified in Sections 12.01(b), 12.01(c), 12.01(d),
      and
      12.01(e), above, and under any insurance policy (including any employment
      practices liability insurance policy) that provides coverage for an event that
      could result in a lawsuit in which Sonic is named a defendant.  The
      Licensee’s policies shall constitute primary policies of insurance with regard
      to other insurance, shall contain a waiver of subrogation provision in favor
      of
      Sonic as it relates to the operation of the Sonic Restaurant, and shall provide
      for at least 30 days’ written notice to Sonic prior to their cancellation or
      amendment.


30





12.03.          General
      Conditions.





Prior
      to opening or taking possession
      of the Sonic Restaurant and within 10 days of any request by Sonic, the Licensee
      shall furnish Sonic with certificates of insurance evidencing that the Licensee
      has obtained the required insurance in the form and amounts as specified
      above.  In addition, the Licensee shall deliver evidence of the
      continuation of the required insurance policies at least 30 days prior to the
      expiration dates of each existing insurance policy.  If the Licensee
      at any time fails to acquire and maintain the required insurance coverage,
      Sonic
      shall have the right, at the Licensee’s expense, to acquire and administer the
      required minimum insurance coverage on behalf of the
      Licensee.  However, Sonic shall not have any obligation to assume the
      premium expense, and nothing in this Agreement shall constitute a guaranty
      by
      Sonic against any losses sustained by the Licensee.  Sonic may relieve
      itself of all duties with respect to the administration of any required
      insurance policies by giving 10 days’ written notice to the
      Licensee.





13. 
      TRANSFER OF INTEREST.





13.01.          Assignment.





The
      rights and duties created by this
      Agreement are personal to Licensee, and Sonic has granted the License in
      reliance on the collective character, skill, aptitude, and business and
      financial capacity of Licensee and Licensee’s principals.  Accordingly,
      except as may be otherwise permitted by this Section 13, neither Licensee nor
      any Person or entity with an interest in Licensee shall directly or indirectly,
      through one or more intermediaries, without Sonic’s prior written consent, sell,
      assign, transfer, convey, give away, pledge, mortgage, or otherwise encumber
      any
      direct or indirect interest in the Agreement; any interest in Licensee, if
      Licensee is a partnership, joint venture, closely held corporation, limited
      liability company, or other business entity; or any interest which, together
      with other related previous simultaneous or proposed transfers, constitutes
      a
      transfer of Control of Licensee where Licensee is registered under the
      Securities Exchange Act of 1934 or which is a trust.  Any such purported
      assignment occurring by operation of law or without Sonic’s prior written
      consent and pursuant to the terms of this Section 13, shall constitute a default
      of this Agreement by Licensee, and such purported assignment shall be null
      and
      void.





13.02.          Death
      or Permanent Incapacity of Licensee.





Upon
      the death or permanent incapacity
      of Licensee, the interest of Licensee in the Agreement may be assigned either
      pursuant to the terms of Section 13.04 herein or to one or more of the following
      Persons:  Licensee’s spouse, heirs, or nearest relatives by blood or
      marriage, subject to the following conditions:  (1) If, in the sole
      discretion of Sonic, such persons shall be capable of conducting the Sonic
      Restaurant business in accordance with the terms and conditions of the
      Agreement, and (2) if such persons shall also execute an agreement by which
      they
      personally assume full and unconditional liability for and agree to perform
      all
      the terms and conditions of the Agreement to the same extent as the original
      Licensee.  In the event that Licensee’s heirs do not obtain the consent of
      Sonic as assignees of the Agreement, the personal representative of Licensee
      shall have the greater of 120 days or the completion of the probate of the
      Licensee’s estate to dispose of Licensee’s interest hereunder, which disposition
      shall be subject to all the terms and conditions for assignments under Section
      13.04.  Licensee’s personal representative shall cooperate with Sonic
      to provide, in a timely manner, such documents as may be requested by Sonic,
      including without limitation Licensee’s death certificate and estate documents,
      to assist Sonic to determine or confirm Licensee’s assignees.


31





13.03.          Assignment
      to Licensee’s Corporation or Other Business Entity.





Sonic
      may, upon Licensee’s compliance
      with the following requirements, consent to an assignment of the Agreement
      to a
      corporation whose shares are owned and Controlled by Licensee or to another
      business entity, such as a limited liability company, whose interests are owned
      and Controlled by Licensee.  Such written materials shall be supplied
      to Sonic within 15 days after the request by Sonic.





(a)              
      Licensee’s corporation or other business entity shall be newly organized, and
      its charter or equivalent organizational document shall provide that its
      activities are confined exclusively to operating the Sonic
      Restaurant.





(b)              Licensee
      and Licensee’s corporation or other business entity shall maintain stop transfer
      instructions against the transfer on Licensee’s corporation’s or other business
      entity’s records of any securities or interests with any voting rights subject
      to the restrictions of Section 13 hereof, and shall issue no securities upon
      the
      face of which the following printed legend does not legibly and conspicuously
      appear.





The
      transfer of this stock is subject to terms and conditions of one or more license
      agreements with Sonic Industries LLC.  Reference is made to said license
      agreement(s) and the restrictive provisions of the Articles and By-Laws of
      this
      corporation.  By agreeing to receive these securities, the transferee
      hereby agrees to be bound by the terms of such agreements, articles, and
      by-laws.





(c)              
      At any time upon Sonic’s request, Licensee and Licensee’s corporation or other
      business entity shall furnish Sonic with a list of all shareholders, partners,
      or members, as applicable, having an interest in Licensee’s corporation or other
      business entity, the percentage interest of such shareholder, partner, or
      member, and a list of all officers and directors or managers  in such
      form as Sonic may require.





(d)             
      The name of Licensee’s corporation or other business entity shall not include
      any of the Proprietary Marks granted by the Agreement.  Licensee and
      Licensee’s corporation or other business entity shall not use any mark nor any
      name deceptively similar thereto in a public or private offering of its
      securities or other interest, except to reflect Licensee’s corporation’s or
      other business entity’s license relationship with Sonic.  Any prospectus or
      registration Licensee or Licensee’s corporation would propose to use in such a
      public or private offering shall be submitted to Sonic within a reasonable
      time
      prior to the effective date thereof for the purpose of permitting Sonic to
      verify compliance with this requirement by Licensee and Licensee’s
      corporation.





(e)              
      Articles of Incorporation, By-Laws, and all other documents governing Licensee’s
      corporation or other business entity shall be forwarded to Sonic for
      approval.  Such documents shall recite that the issuance and transfer of
      any interest in Licensee’s corporation or other business entity are restricted
      by the terms of Section 13 of this Agreement.


32





(f)              
      Each shareholder, partner, or member, as applicable, of the Licensee’s
      corporation or other business entity shall personally guarantee performance
      under this Agreement and shall be personally bound by the terms
      thereof.





(g)             
      Any breach of this Agreement by Licensee’s corporation or other business entity
      shall be deemed a breach of this Agreement by each shareholder, partner, or
      member, as applicable, of Licensee’s corporation or other business entity and
      each shareholder, partner, or member, as applicable, shall be personally and
      fully liable and obligated by any and all such breaches.





(h)             
      Licensee and Licensee’s corporation or other business entity shall submit to
      Sonic, prior to any assignment hereunder, a shareholders, partners, or members
      agreement, as applicable, executed by the Board of Directors or managers, as
      applicable, and ratified by all shareholders, partners, or members, which states
      that, except as may be permitted by Section 13 of this Agreement, no shares
      of
      stock or other interest in Licensee’s corporation or other business entity shall
      be issued, transferred, or assigned to any Person or entity without Sonic’s
      prior written consent.





(i)               Each
      and every shareholder, partner, or member of Licensee’s corporation or other
      business entity or any party owning a security issued by, or owning any legal
      or
      equitable interest in Licensee’s corporation or other business entity or in any
      security convertible to a legal or equitable interest in Licensee’s corporation
      or other business entity shall meet those same standards of approval as an
      individual licensee shall be required to meet prior to being included as a
      licensee on a standard license agreement with Sonic.





13.04.          Other
      Assignment.





(a)              
      In addition to any assignments or contingent assignments contemplated by the
      terms of Sections 13.02 and 13.03, Licensee shall not sell, transfer, or assign
      the Agreement to any Person or Persons (including to another Licensee under
      this
      Agreement where more than one Person has executed this Agreement) without
      Sonic’s prior written consent.  Such consent shall not be unreasonably
      withheld.





(b)              In
      determining whether to grant or to withhold such consent, the following
      requirements must be met by Licensee:





(i)           All of
      Licensee’s accrued monetary obligations shall have been satisfied whether due
      under this Agreement or otherwise.





(ii)         
      Sonic and the Licensee execute a general release of each other, in a form
      satisfactory to Sonic, of any and all claims the Licensee may have against
      Sonic
      and its Affiliates, including (without limitation) all claims arising under
      any
      federal, state, or local law, rule, or ordinance, but excluding (as to Sonic)
      any claims against the Licensee for (a) unpaid moneys due Sonic, its Affiliates,
      or Sonic-approved advertising cooperatives, (b) the violation of the legal
      rights of Sonic or its Affiliates regarding the Proprietary Marks, (c) the
      violation of any of the covenants contained in Section 16.01 of this Agreement,
      (d) the violation of any duty under this Agreement to insure, defend, or
      indemnify Sonic or its Affiliates or to hold Sonic or its Affiliates harmless,
      and (e) the violation of any other agreement with Sonic or its
      Affiliates.  Sonic may waive the requirements of this Section
      13.04(b)(ii) at Sonic’s election.





(iii)         Licensee shall not be in
      material breach of this Agreement or any other agreement between Sonic and
      Licensee.


33





(iv)       Assignee (or the assignee’s
      management, as the case may be) shall at Sonic’s sole discretion enroll in and
      successfully complete such training programs as Sonic shall at that time
      designate according to Section 6.04 hereof.





(v)        Sonic shall consider of each
      prospective transferee, by way of illustration, the following:  (a) work
      experience and aptitude, (b) financial background, (c) character, (d) ability
      to
      personally devote full time and best efforts to managing the Sonic Restaurant,
      (e) residence in the locality of the Sonic Restaurant, (f) equity interest
      in
      the Sonic Restaurant, (g) conflicting interests, and (h) such other criteria
      and
      conditions as Sonic shall apply in the case of an application for a new license
      to operate a Sonic drive-in restaurant.  Sonic’s consent shall also be
      conditioned upon such transferee’s execution of an agreement by which transferee
      personally assumes full and unconditional liability for and agrees to perform
      from the date of such transfer all obligations, covenants, and agreements
      contained in this Agreement to the same extent as if transferee had been an
      original party to the Agreement.  At Sonic’s election, Sonic may
      alternatively allow such transferee to sign the then-current form of license
      agreement for Sonic drive-in restaurants subject to all terms, conditions,
      obligations, and covenants contained in that form of license agreement,
      including the full term of that license agreement.





(c)              
      Following License’s sale, assignment, or transfer of this Agreement, Licensee
      shall remain subject to Section 16.01 of this Agreement.





13.05.          Sonic’s
      Right of First Refusal.





(a)              
      If Licensee or any Person or entity with an interest in Licensee has received
      and desires to accept any bona fide offer to purchase all or any part of
      Licensee’s interest in this Agreement or in Licensee and the transfer of such
      interest would: (1) result in a change of Control of Licensee of this Agreement
      or (2) constitute a transfer of interest held by a Controlling Person of
      Licensee or of the Agreement, Licensee or such Person shall notify Sonic in
      writing of each such offer, with such notice including the name and address
      of
      the proposed purchaser, the amount and terms of the proposed purchase price,
      a
      copy of the proposed purchase contract (signed by the parties, but expressly
      subject to Sonic’s right of first refusal), and all other terms and conditions
      of such offer.  Sonic shall have the right and option, exercisable
      within 20 days after Sonic’s receipt of such written notification, to send
      written notice to Licensee or such Person or entity that Sonic or its designee
      intends to purchase the interest which is proposed to be transferred on the
      same
      terms and conditions offered by the third party, provided that Sonic has the
      right to substitute cash for any consideration offered by the third party. 
Any material change in the terms of an offer prior to closing shall cause it
      to
      be deemed a new offer, subject to the same right of first refusal by Sonic
      or
      its designee as in the initial offer; provided, however, that such new offer
      shall not affect Sonic’s right and option, within 20 days of notice to Sonic of
      the initial offer, to provide notice of its intent to purchase the interest
      on
      the terms and conditions in the initial offer.  Sonic’s failure to
      exercise its option shall not constitute a waiver of any other provision of
      this
      Agreement, including any of the requirements of this Section 13 with respect
      to
      the proposed transfer.  Silence on the part of Sonic shall constitute
      rejection.  If the proposed sale includes assets of Licensee not related to
      the operation of a licensed Sonic drive-in restaurant, Sonic may purchase not
      only the assets related to the operation of a licensed Sonic drive-in
      restaurant, but may also purchase the other assets.  An equitable
      purchase price shall be allocated to each asset included in the proposed
      sale.  In any purchase by Sonic pursuant to this Section 13(a), Sonic shall
      have the right to require the seller to make customary representations and
      warranties.


34





(b)             
      The election by Sonic not to exercise its right of first refusal as to any
      offer
      shall not affect its right of first refusal as to any subsequent
      offer.





(c)              
      Any sale or attempted sale effected without first giving Sonic the right of
      first refusal described above shall be void and of no force and
      effect.





(d)             
      If Sonic does not accept the offer to purchase the Sonic Restaurant, Licensee
      may conclude the sale to the purchaser who made the offer so long as the terms
      and conditions of such sale are identical to those originally offered to Sonic;
      provided, however, that Sonic’s approval of the assignee be first obtained,
      which consent shall not be unreasonably withheld upon compliance with the
      conditions on assignment imposed by this Agreement.





(e)              
      The provisions of this Section 13.05 shall not apply to any proposed transfers
      to members of the Licensee’s immediate family.  For the purposes of
      this Section 13.05, a member of the Licensee’s immediate family shall mean the
      Licensee’s spouse, children (by birth or adoption), and
      stepchildren.  In addition, the provisions of this Section 13.05 shall
      not apply to any proposed transfers to a Person who already owns an interest
      (directly or indirectly) in this Agreement as long as the transfer will not
      result in a change in Control of the Licensee or the Agreement.





13.06.         Consent
      to Assignments.





With
      regard to any transfer,
      assignment, or pledge of any interest in this Agreement or in the Licensee
      pursuant to the foregoing provisions of this Section 13, Sonic shall not
      withhold its consent unreasonably as long as the proposed transfer, assignment,
      or pledge otherwise complies with the other requirements set forth in this
      Section 13.





14. 
      DEFAULT AND TERMINATION.





14.01.          Optional
      Termination.





Licensee
      shall be deemed to be in
      breach of this Agreement and Sonic may, at its option, terminate this Agreement
      and all rights granted herein at any time during the term hereof without
      affording Licensee any opportunity to cure the breach, effective immediately
      upon Licensee’s receipt of a notice of termination, upon the occurrence of any
      of the following events:




(a)              
      Licensee shall become insolvent.





(b)             
      Licensee, either personally, through an equity owner, or through Licensee’s
      attorney, shall give oral or written notice to Sonic of Licensee’s intent to
      file a voluntary petition under any bankruptcy law.


35





(c)              
      A final judgment aggregating in excess of $5,000 against the Sonic Restaurant
      or
      property connected with the Sonic Restaurant which remains unpaid for thirty
      days.





(d)             
      Suit to foreclose any lien against any assets of the Sonic Restaurant is
      instituted against Licensee and (i) is not dismissed within 30 days, (ii) such
      lien is not contested and challenged through the applicable administrative
      agencies or courts, or (iii) a bond is not posted (if such remedy is available)
      to delay any such foreclosure and guarantee performance.





(e)              
      The assets of the Sonic Restaurant are sold after being levied thereupon by
      sheriff, marshal, or a constable.





(f)               
      Transfer of this Agreement, in whole or in part, is effected in any manner
      inconsistent with Section 13 hereof.





(g)              
      The assets, property, or interests of Licensee are blocked under any law,
      ordinance, or regulation relating to terrorist activities or Licensee is
      otherwise in violation of any such law, ordinance, or regulation.





(h)              
      If Licensee ceases to operate the Sonic Restaurant or otherwise abandons the
      Sonic Restaurant (other than closure permitted pursuant to Section 6.05(c)(vi)
      herein) or forfeits the legal right to do or transact business at the location
      licensed herein.





(i)               
      If Licensee is convicted of a felony, a crime involving moral turpitude, or
      any other crime or offense that is reasonably likely, in the sole
      opinion of Sonic, to adversely affect the Sonic System, the Proprietary
      Marks, the goodwill associated therewith, or Sonic’s rights
      therein.





(j)               
      If Licensee misuses or makes any unauthorized use of any of the Proprietary
      Marks or any other identifying characteristic of the Sonic System or otherwise
      materially impairs the goodwill associated therewith or Sonic’s rights therein,
      and the Licensee will not or cannot cure the default within 30
      days.





(k)              
      If Licensee improperly discloses trade secrets or confidential information,
      and
      the Licensee will not or cannot cure the default within 30 days.





(l)               
      If continued operation of the Sonic Restaurant might endanger public health
      or
      safety.  In such case, whether or not Sonic elects to terminate this
      Agreement, Sonic may immediately close the Sonic Restaurant unless and until
      the
      situation is, in Sonic’s judgment, satisfactorily resolved.





(m)             
      If Licensee knowingly or through gross negligence maintains false books or
      records or knowingly or through gross negligence submits any false report to
      Sonic.





(n)             
      If Licensee is in default of this Agreement three or more times in any given
      12-month period, whether or not such default is cured.





14.02.         
      Period to Cure.





Except
      as provided in Section 14.01,
      Licensee shall have 30 days after receipt from Sonic of a written notice of
      breach of this Agreement or such notice period as is required by the law of
      the
      state where the Sonic Restaurant is located, within which to remedy any breach
      hereunder.  However, this period to cure will not be available to Licensee,
      and Sonic will not be required to delay termination of this Agreement, where
      the
      breach involved is one which Licensee cannot cure within the prescribed cure
      period or is one which is impossible to cure.  Licensee shall be in
      breach hereunder for any failure to comply with any of the terms of this
      Agreement or to carry out the terms of this Agreement.  Such breach
      shall include, but shall not be limited to, the occurrence of any of the
      following illustrative events:


36





(a)              
      If the Licensee or Persons Controlling, Controlled by, or under common Control
      with Licensee fail to pay any past due amounts owed to Sonic, whether for the
      Sonic Restaurant or otherwise.





(b)              If
      Licensee fails to promptly pay, or repeatedly delays the prompt payment of,
      undisputed invoices from Licensee’s suppliers or in the remittance of rent and
      property tax as required in Licensee’s lease.





(c)              
      If Licensee fails to maintain and operate the Sonic Restaurant in a good, clean,
      and wholesome manner or otherwise is not in compliance with the standards
      prescribed by the Sonic System.  In such case, whether or not Sonic
      elects to terminate this Agreement, Sonic may immediately close the Sonic
      Restaurant unless and until the failure or noncompliance is cured.





(d)             
      If Licensee attempts to assign or transfer any interest in this Agreement in
      violation of Section 13 herein.





(e)              
      If Licensee denies Sonic the right to inspect the Sonic Restaurant at reasonable
      times, which includes the right to photograph the interior and exterior of
      the
      Sonic Restaurant in its entirety.





(f)               If
      Licensee breaches any other requirement set forth in this
      Agreement.





(g)              If
      Licensee, upon the destruction of the Sonic Restaurant, fails to rebuild the
      licensed premises and resume operation within a reasonable time (cessation
      of
      the business from a licensed premises shall not constitute default of this
      Agreement if caused by condemnation, expiration of a location lease pursuant
      to
      its terms at execution, or when failure to rebuild following destruction of
      the
      licensed premises is prohibited by law or the location
      lease).





(h)             
      If Licensee’s conduct or the operation of the Sonic Restaurant by Licensee, in
      Sonic’s judgment, damages or threatens to damage the goodwill of the Sonic
      System or the Sonic brand.  In such case, whether or not Sonic elects
      to terminate this Agreement, Sonic may immediately close the Sonic Restaurant
      unless and until the situation, in Sonic’s judgment, is satisfactorily
      resolved.





(i)               
      If Licensee fails to correct any deficiency or unsatisfactory condition within
      the time period required by Section 6.05(b).





14.03.          Resolution
      of Disputes.





The
      following provisions shall apply to
      any controversy between the Licensee and Sonic (including an Affiliate of Sonic)
      and relating (a) to this Agreement (including any claim that any part of this
      Agreement is invalid, illegal, or otherwise void or voidable and any claim
      that
      a controversy is not subject to arbitration), (b) to the parties’ business
      activities conducted as a result of this Agreement, or (c) the parties’
relationship or business dealings with one another generally, including all
      disputes and litigation pending or in existence as of the date of this
      Agreement.


37





(a)              
      Negotiation.  The parties first shall use their best efforts to
      discuss and negotiate a resolution of the controversy.





(b)             
      Mediation.   If the efforts to negotiate a resolution do
      not succeed, the parties shall submit the controversy to mediation in Oklahoma
      City, Oklahoma, by a mediation firm agreeable to the parties or by the American
      Arbitration Association, if the parties cannot agree.





(c)             
       Arbitration.If the efforts to negotiate and mediate a
      resolution do not succeed, the parties shall resolve the controversy by final
      and binding arbitration in accordance with the Rules for Commercial Arbitration
      (the “Rules”) of the American Arbitration Association in effect at the time of
      the execution of this Agreement and pursuant to the following additional
      provisions:





(i)          Applicable
      Law.  The Federal Arbitration Act (the “Federal Act”), as
      supplemented by the Oklahoma Arbitration Act (to the extent not inconsistent
      with the Federal Act), shall apply to the arbitration.





(ii)         Selection
      of Arbitrator.  The parties shall select one arbitrator within 10
      days after the filing of a demand and submission in accordance with the
      Rules.





(iii)        Location of
      Arbitration.  The arbitration shall take place in Oklahoma City,
      Oklahoma, and the arbitrator shall issue any award at the place of
      arbitration.  The arbitrator may conduct hearings and meetings at any
      other place agreeable to the parties or, upon the motion of a party, determined
      by the arbitrator as necessary to obtain significant testimony or
      evidence.





(iv)        Scope of
      Proceeding.  The parties shall conduct any arbitration proceeding
      and resolve any controversy on an individual basis only and not on a class-wide,
      multiple-party, or similar basis.





(v)         Enforcement of
      Award.  The prevailing party shall have the right to enter the
      award of the arbitrator in any court having jurisdiction over one or more of
      the
      parties or their assets.  The parties specifically waive any right
      they may have to apply to any court for relief from the provisions of this
      Agreement or from any decision of the arbitrator made prior to the
      award.  The award of the arbitrator shall not have any precedential or
      collateral estoppel effect on any other controversy involving Sonic or its
      Affiliates.





(d)             
      Excluded Controversies.  At the election of Sonic or its
      Affiliate, the provisions of this Section 14.03 shall not apply to any
      controversies relating to any fee due Sonic or its Affiliate; any promissory
      note payments due Sonic or its Affiliate; or any trade payables due Sonic or
      its
      Affiliate as a result of the purchase of equipment, goods, or
      supplies.  At the election of Sonic or its Affiliate, the provisions
      of this Section 14.03 also shall not apply to any controversies relating to
      the
      use and protection of the Proprietary Marks or the Sonic System, including
      (without limitation) Sonic’s right to apply to any court of competent
      jurisdiction for appropriate injunctive relief for the infringement of the
      Proprietary Marks or the Sonic System.


38





(e)              
      Attorneys’ Fees and Costs.  the prevailing party to the
      arbitration shall have the right to an award of its reasonable attorneys’ fees
      and costs incurred after the filing of the demand and submission, including
      a
      portion of the direct costs of any in-house legal staff reasonably allocable
      to
      the time devoted to the arbitration.





15. 
      OBLIGATIONS UPON TERMINATION.





15.01.          Effect
      of Termination, Cancellation, or Expiration of this Agreement.





Except
      as otherwise authorized pursuant
      to the terms of any other license agreement between Sonic and the Licensee,
      the
      Licensee shall comply with the following provisions after the expiration or
      termination of this Agreement and the License:





(a)              
      Licensee, upon any termination, cancellation, or expiration of this Agreement,
      shall promptly pay to Sonic and Sonic’s subsidiaries any and all sums owed to
      them.  In the event of termination for any breach by Licensee, such sums
      shall include all damages, costs, and expenses, including reasonable attorneys’
fees, incurred by Sonic as a result of the breach, which obligation shall give
      rise to and remain, until paid in full, a lien in favor of Sonic against any
      and
      all of the assets of the Sonic Restaurant owned by Licensee at the time of
      default.





(b)              
      Upon termination, cancellation, or expiration hereof for any reason, the License
      and all Licensee’s rights hereunder shall terminate. Licensee shall not
      thereafter use or adopt any trade secrets disclosed to Licensee hereunder or
      any
      paper goods, emblems, signs, displays, menu housings, or other property on
      which
      Sonic’s name or Proprietary Marks are imprinted or otherwise form a part thereof
      or any confusing simulations thereof.  Licensee shall not otherwise
      use or duplicate the Sonic System or any portion thereof or assist others
      to do so. Licensee shall remove from the premises all signs, emblems, and
      displays identifying it as associated with Sonic or the Sonic System or which
      constitute or display any Proprietary Mark and shall also remove from the
      premises all menu housings and PAYS or other Sonic proprietary equipment. 
Licensee shall cease to use and shall return to Sonic all copies of the
*Sonic Operations Manual*, instructions, or materials delivered to
      Licensee hereunder.





(c)              
      Upon termination, cancellation, or expiration of this Agreement, unless
      otherwise directed in writing by Sonic, Licensee shall change the exterior
      and
      interior design and the decor of said premises, including, but not limited
      to,
      changing the color scheme, and shall make or cause to be made such changes
      in
      signs, buildings, and structures (excluding major structural changes) as Sonic
      shall reasonably direct so as to effectively distinguish the same from its
      former appearance and from any other Sonic drive-in restaurant unit, and if
      Licensee fails or refuses to comply herewith, then Sonic shall have the right
      to
      enter upon the premises where said business is being conducted without being
      guilty of trespass or any other tort for the purpose of making or causing to
      be
      made such changes required by Sections 15.01(b) or 15.01(c) at the expense
      of
      Licensee, which expense Licensee agrees to pay on demand.





(d)              
      Upon termination, cancellation, or expiration of this Agreement, in the event
      Licensee is the owner of the Sign, Sonic shall have an irrevocable option to
      purchase the Sign for its fair market value.  In any event, Licensee
      shall not thereafter use any sign or panels displaying Sonic’s name or
      Proprietary Marks or which primarily display the colors used in any other such
      sign at any other Sonic drive-in restaurant unit (see Section 15.04 for
      determining fair market value).  Any agent, servant, or employee of Sonic
      may remove the Sign or any objectionable signs or advertising from the Sonic
      Restaurant without being guilty of trespass or other tort, and Licensee shall
      be
      liable for Sonic’s costs plus attorneys’ fees for any interference
      therewith.


39





(e)              
      Upon termination, cancellation, or expiration of this Agreement, Licensee shall
      cease to hold Licensee out in any way as a licensee of Sonic or to do anything
      which would indicate any relationship between Licensee and Sonic.





(f)              
      Notwithstanding the provisions contained in this Section 15.01, Licensee shall
      be solely responsible for the cost of any removals or changes required by this
      Section 15.01.  Licensee hereby releases Sonic and its agents,
      servants, and employees from and agrees to indemnify, defend, and hold harmless
      Sonic and its agents, servants, and employees against any cost, damage,
      liability, or expense (including attorneys’ fees) arising out of or resulting
      from Licensee granting Sonic and its agents, servants, and employees access
      to
      the premises, including without limitation any cost, damage, liability, or
      expense arising out of the removal of any sign, equipment, fixture, personal
      property, or other property from the premises or modification of the premises
      pursuant to this Agreement.





(g)             
      The covenants set forth in this Section 15.01 shall survive the termination,
      cancellation, or expiration of this Agreement.





(h)             
      All rights, claims, and indebtedness which may accrue to Sonic prior to
      termination, cancellation, or expiration of this Agreement shall survive
      termination, cancellation, or expiration and be enforceable by
      Sonic.





(i)               
      Licensee shall complete all modifications required by this Section 15.01 within
      30 days after this Agreement has been terminated or canceled or has
      expired.  Licensee and Sonic agree that Sonic’s damages resulting from
      a breach of this Section 15.01 are difficult to estimate or determine
      accurately.  In the event of such breach by Licensee of the provisions of
      this Section 15.01, Licensee, in addition to any and all other remedies
      available to Sonic herein and elsewhere, will pay Sonic double the royalty,
      brand, and advertising fees prescribed in this Agreement until Licensee
      satisfactorily de-identifies the restaurant premises in the manner prescribed
      by
      this Section.  This payment shall constitute liquidated damages and
      shall not be construed as a penalty since such payment has been agreed to by
      Licensee and Sonic as reasonably representative of the actual damage sustained
      by Sonic in the event of such a breach.  The liquidated damages shall start
      on the 31st day after this Agreement has been terminated or canceled or has
      expired.  These liquidated damages shall not constitute either a
      waiver of Licensee’s obligation to de-identify or a license to use the
      Proprietary Marks or the Sonic System.  These remedies will be in
      addition to any other remedies Sonic may have hereunder or under federal or
      state law.





15.02.          Sonic’s
      Option to Purchase.





(a)              
      Upon termination, cancellation, or expiration hereof, Sonic shall have the
      right
      and option to purchase all or any patented, special, or unique Sonic restaurant
      equipment, menu housings, signs, menus, and supplies of Licensee at their fair
      market value (see Section 15.04 for determining fair market value).  Such
      right or option of Sonic shall be exercised as provided in Section
      15.02(b).  If Sonic elects to exercise any option to purchase herein
      provided, it shall have the right to set off all amounts due from Licensee
      to
      Sonic and one-half of the cost of any appraisals against any payment
      therefore.


40





(b)              
      In the case of termination by expiration, Sonic shall exercise Sonic’s option
      contained in this Section 15.02 by giving Licensee written notice at least
      30
      days prior to expiration.  In the case of termination for any other reason,
      Sonic shall exercise its option by giving Licensee written notice within 30
      days
      after termination.





(c)              
      Sonic’s option hereunder is without prejudice to Sonic’s rights under any
      security agreement held by Sonic or with respect to which Sonic may have a
      guarantor’s or surety’s subrogation interest.  If Sonic exercises this
      option, Sonic may pay any debt which Licensee owes to Sonic and shall remit
      any
      balance of the purchase price to Licensee.  There shall be
      no allowance for goodwill.





15.03.          Sonic’s
      Obligation to Purchase.





(a)              
      Upon termination, cancellation, or expiration of this Agreement, if Licensee
      desires to sell Licensee’s unbroken inventory packages of approved imprinted
      items and supplies with Proprietary Marks to Sonic, excluding all food items,
      Sonic shall have the obligation to repurchase such items at
      Licensee’s cost.





(b)             
      If Licensee desires to sell such items to Sonic, Licensee shall, not later
      than
      10 days after termination, cancellation, or expiration of this Agreement,
      give Sonic 10 days written notice of Licensee’s election and, at the expiration
      of the 10 days notice period, deliver such items at Licensee’s expense with an
      itemized inventory to the nearest Sonic drive-in restaurant designated by
      Sonic. Sonic agrees to pay Licensee or credit Licensee’s account within seven
      days after said delivery.





15.04.                      Fair
      Market Value Determination.





If
      the parties cannot agree on the fair
      market value of any item subject to an option to purchase in this Agreement
      within a reasonable time, one appraiser shall be designated by Sonic, one
      appraiser shall be designated by Licensee, and the two appraisers shall
      designate an independent appraiser, and the valuation of such third appraiser
      alone shall be binding.  Sonic and the Licensee each shall pay one-half of
      the cost of any appraisals required pursuant to this Section 15.04.





16. 
      COVENANTS.





16.01.         
      Restrictions on Licensee.





Licensee
      agrees and covenants as
      follows:





(a)              
      During the term of this Agreement, Licensee shall not directly or indirectly
      through one or more intermediaries (i) engage in, (ii) acquire any financial
      or
      beneficial interest (including interests in corporations, limited liability
      companies, partnerships, trusts, unincorporated associations, joint ventures,
      or
      other business entities) in, (iii) loan money to, or (iv) become landlord of
      any
      restaurant business which has a menu similar to that of a Sonic drive-in
      restaurant (such as hamburgers, hot dogs, onion rings, and similar items
      customarily sold by Sonic drive-in restaurants) or which has an appearance
      similar to that of a Sonic drive-in restaurant (such as color pattern, use
      of
      canopies, use of speakers and menu housings for ordering food, or other items
      that are customarily used by a Sonic drive-in restaurant).


41





(b)             
      Licensee shall not, for a period of 18 months after termination of this
      Agreement for any reason, directly or indirectly through one or more
      intermediaries (i) engage in, (ii) acquire any financial or beneficial interest
      (including interests in corporations, limited liability companies, partnerships,
      trusts, unincorporated associations, joint ventures, or other business entities)
      in, (iii) loan money to, or (iv) become a landlord of any restaurant business
      which has a menu similar to that of a Sonic drive-in restaurant (such as
      hamburgers, hot dogs, onion rings, and similar items customarily sold by Sonic
      drive-in restaurants) or which has an appearance similar to that of a Sonic
      drive-in restaurant (such as color pattern, use of canopies, use of speakers
      and
      menu housings for ordering food, or other items that are customarily used by
      a
      Sonic drive-in restaurant), and which (i) is within a three-mile radius of
      the
      Sonic Restaurant formerly licensed by this Agreement, (ii) is within a 20-mile
      radius of any Sonic drive-in restaurant in operation or under construction,
      or
      (iii) is located within the MSA of the Sonic Restaurant.





(c)              
      Licensee shall not appropriate, use, or duplicate the Sonic System, or any
      portion thereof, for use at any other restaurant business.





(d)              During
      the term of this Agreement, Licensee shall (i) use Licensee’s best efforts to
      promote the business of the Sonic Restaurant, (ii) devote Licensee’s full time,
      energies, and attention to the operation and management of the Sonic Restaurant,
      and (iii) not engage in any other business or activity that might detract from,
      interfere with, or be detrimental to the Sonic System or Licensee’s full and
      timely performance under this Agreement (except the ownership and operation
      of
      other Sonic drive-in restaurants under license agreements with
      Sonic).





(e)              
      During the term of this Agreement, Licensee shall not perform or provide
      services as a director, officer, employee, agent, representative, or consultant
      or in any other capacity for any other restaurant business which has a menu
      or
      appearance similar to that of a Sonic drive-in restaurant.





(f)              
      During the term of this Agreement, Licensee shall not directly or indirectly
      through one or more intermediaries (i) engage in, (ii) acquire any financial
      or
      beneficial interest in, (iii) loan money to, or (iv) become landlord of any
      operation which has granted or is granting franchises or licenses (except for
      those granted by Sonic) to others to operate any other restaurant business
      which
      has a menu or appearance similar to that of a Sonic drive-in
      restaurant.





(g)              
      Sections 16.01(a), 16.01(b), and 16.01(f)  shall not apply to
      ownership by Licensee of less than 2% beneficial interest in the outstanding
      equity securities of any corporation which is registered under the Securities
      Exchange Act of 1934; however, this Section 16.01(g) shall apply to all
      shareholders, partners, or members of Licensee (in the event Licensee is a
      corporation, partnership, limited liability company, or other business entity)
      and all members of Licensee’s and their immediate families, and all Persons or
      entities guaranteeing this Agreement.





(h)              
      The parties agree that each of the foregoing covenants shall be construed as
      independent of any covenant or provision of this Agreement.  If all or any
      portion of a covenant in this Section 16 is held unreasonable or unenforceable
      by an arbitrator, court, or agency having valid jurisdiction in an unappealed
      final decision to which Sonic is a party, Licensee expressly agrees to be bound
      by any lesser covenant subsumed with the terms of such covenant that imposes
      the
      maximum duty permitted by law, as if the resulting covenant were separately
      stated in and made a part of this Section 16.


42





(i)               
      Licensee understands and acknowledges that Sonic shall have the right, in
      Sonic’s sole discretion, to reduce the scope of any covenant set forth in
      Sections 16.01(a), 16.01(b), and 16.01(f), or any portion thereof, without
      Licensee’s consent effective immediately upon receipt by Licensee of written
      notice thereof, and Licensee agrees that it shall comply forthwith with any
      covenant as so modified, which shall be fully enforceable notwithstanding the
      provisions of Section 16.01(k).





(j)               
      Licensee expressly agrees that the existence of any claims Licensee may have
      against Sonic, whether or not arising from this Agreement, shall not constitute
      a defense to the enforcement by Sonic of the covenants in this Section
      16.





(k)              
      Licensee acknowledges that Licensee’s violation of the terms of this Section 16
      would result in irreparable injury to Sonic for which no adequate remedy at
      law
      is available, and Licensee accordingly consents to the ex parte issuance of
      restraining orders, temporary and permanent injunctions, and cease and desist
      orders prohibiting any conduct by Licensee in violation of the terms of this
      Section 16.





16.02.          Covenants
      by Others.





At
      the time of execution of this
      Agreement, Licensee shall obtain covenants similar in substance to those set
      forth in this Section 16 (including covenants applicable upon the termination
      of
      a Person’s relationship with Licensee) from all officers, directors, and holders
      of a direct or indirect beneficial ownership interest in Licensee.  With
      respect to each Person who becomes associated with Licensee in one of the
      capacities enumerated above subsequent to execution of this Agreement, Licensee
      shall require and obtain such covenants.  In no event shall any Person
      enumerated be granted access to any confidential aspect of the Sonic System
      or
      the Sonic Restaurant prior to execution of such a covenant.  All covenants
      required by this Section 16.02 shall include, without limitation, specific
      identification of Sonic as a third-party beneficiary of such covenants with
      the
      independent right to enforce them.  Failure by Licensee to obtain execution
      of a covenant required by this Section 16.02 shall constitute a breach of this
      Agreement.   Licensee shall furnish to Sonic executed copies of
      such covenants within 10 days of such request by Sonic.





17. 
      INDEPENDENT CONTRACTOR & INDEMNIFICATION.





17.01.         
      Licensee not an Agent of Sonic; Employment Matters.





It
      is understood and agreed that this
      Agreement does not create a fiduciary relationship between Sonic and Licensee,
      and that nothing herein contained shall constitute Licensee as the agent, legal
      representative, partner, joint venturer, or employee of Sonic. Licensee is,
      and
      shall remain, an independent contractor responsible for all obligations and
      liabilities of, and for all loss or damage to, the Sonic Restaurant and its
      business, including any personal property, equipment, fixtures, or real property
      connected therewith and for all claims or demands based on damage or destruction
      of property or based on injury, illness, or death of any person or persons,
      directly or indirectly, resulting from the operation of the Sonic
      Restaurant.  Licensee’s responsibility for the Sonic Restaurant and
      its business shall include responsibility for all of the employment matters
      (including employment decisions) of the Sonic Restaurant and for compliance
      with
      federal, state, and local laws and regulations relating to such employment
      matters.  Sonic will refer all complaints related to employment
      matters of the Sonic Restaurant to Licensee for resolution, and the
      indemnification and hold harmless provisions of Section 17.03 shall apply to
      all
      employment matters of the Sonic Restaurant.


43





17.02.          Cost
      of Enforcement.





If
      Sonic or Sonic’s Affiliates become
      involved in any action at law or in equity or in any proceeding opposing
      Licensee to secure, enforce, protect, or defend Sonic’s or Sonic’s Affiliates’
rights and remedies under this Agreement, in addition to any judgment entered
      in
      their favor, Sonic or Sonic’s Affiliates, as applicable, shall be entitled to
      demand of and (in the event Sonic or Sonic’s Affiliates, as applicable, prevail
      in such actions or proceedings) recover from Licensee the reasonable costs,
      expenses, and attorneys’ fees incurred by Sonic or Sonic's
      Affiliates.  If, in such applicable final judgment Sonic does not
      prevail, Licensee shall be entitled to recover from Sonic in any such action
      or
      proceeding the reasonable costs, expenses, and attorneys’ fees incurred by
      Licensee. Licensee’s responsibility for the Sonic Restaurant and its business
      shall include responsibility for all of the employment matters (including
      employment decisions) of the Sonic Restaurant and for compliance with federal,
      state, and local laws and regulations relating to such employment
      matters.  Sonic will refer all complaints related to employment
      matters of the Sonic Restaurant to Licensee for resolution, and the
      indemnification and hold harmless provisions of Section 17.03 shall apply to
      employment matters of the Sonic Restaurant.





17.03.         
      Indemnification.





If
      Sonic or Sonic’s Affiliates shall be
      subject to any claim, demand, or penalty or become a party to any suit or other
      judicial or administrative proceeding by reason of any claimed act or omission
      by Licensee or Licensee’s employees or agents, or by reason of any act occurring
      on the Sonic Restaurant premises, or by reason of any act or omission with
      respect to the business or operation of the Sonic Restaurant, Licensee shall
      indemnify and hold Sonic and Sonic’s Affiliates harmless against all judgments,
      settlements, penalties, and expenses, including attorneys’ fees, court costs,
      and other expenses of litigation or administrative proceeding, incurred by
      or
      imposed on Sonic or Sonic’s Affiliates in connection with the investigation or
      defense relating to such claim or litigation or administrative proceeding and,
      at the election of Sonic, Licensee shall also defend Sonic and Sonic’s
      Affiliates.  The Licensee shall not have any obligation to indemnify,
      defend, or hold harmless Sonic or any other Person pursuant to the provisions
      of
      this Section 17.03 to extent the obligation arises predominantly as a proximate
      result of Sonic’s act or failure to act when under a duty to act.





18. 
      EFFECT OF WAIVERS.





No
      waiver by Sonic of any breach or
      series of breaches of this Agreement shall constitute a waiver of any subsequent
      breach or waiver of the terms of this Agreement.


44


19. 
      NOTICES.





19.01.         
      Delivery.





Any
      notice required hereunder, if not
      specified, shall be in writing and shall be delivered by (i) personal service,
      (ii) by overnight, receipted delivery service, (iii) by United States certified
      or registered mail, with postage prepaid, addressed to Licensee at the Sonic
      Restaurant or at such other address of Licensee then appearing on the records
      of
      Sonic or to Sonic addressed to the attention of Sonic’s General Counsel at 300
      Johnny Bench Drive, Oklahoma City, Oklahoma 73104, or at the subsequent address
      of Sonic’s corporate headquarters.  Either party, by a similar written
      notice, may change the address to which notices shall be sent. Notice shall
      be
      deemed effective on the date of delivery, if delivery is by personal service
      or
      overnight delivery, or three business days after the party places the notice
      in
      the United States mail, if delivery is by certified or registered
      mail.





19.02.          Failure
      to Accept.





If
      Sonic is unable to give actual
      notice of any breach or termination of this Agreement because Licensee has
      failed to provide Sonic with a current address, because Licensee fails to accept
      or pick up this mailed notice, or due to any reason which is not the fault
      of
      Sonic, then such notice shall be deemed as given when Sonic sends such notice
      by
      overnight receipted delivery service or registered or certified mail, postage
      prepaid.





19.03.          Licensee’s
      Principal.





Licensee
      has designated on the first
      page of this Agreement a Principal to serve as the party receiving primary
      notice on behalf of the Licensee.  Each Licensee hereby agrees that
      Sonic may send its notices and communications under this Agreement to the
      Principal provided for herein, that Sonic may use the Principal as its primary
      contact for purposes of communications and notices permitted or required
      hereunder, and that all communications and notices given by Sonic to the
      Principal will be just as effective on each Licensee as though the same had
      been
      given to each Licensee.





20. 
      ENTIRE AGREEMENT.





20.01.          No
      Oral Agreements.





This
      Agreement and all addenda,
      appendices, and amendments hereto constitute the entire agreement between the
      parties and supersede all prior and contemporaneous, oral or written agreements
      or understandings of the parties.





20.02.          Scope
      and Modification of Agreement.





No
      interpretation, change, termination,
      or waiver of any of the provisions hereof shall be binding upon Sonic unless
      in
      writing signed by an officer of Sonic.  No modification, waiver,
      termination, rescission, discharge, or cancellation of this Agreement shall
      affect the right of any party hereto to enforce any claim or right hereunder,
      whether or not liquidated, which occurred prior to the date of such
      modification, waiver, termination, rescission, discharge, or
      cancellation.





21. 
      CONSTRUCTION AND SEVERABILITY.


45





21.01.         
      Interpretation.





The
      recitals shall be considered a part
      of this Agreement.  Section and Subsection captions are used only for
      convenience and are in no way to be construed as part of this Agreement or
as a
      limitation of the scope of the particular Sections, Subsections, Paragraphs,
      and
      Subparagraphs to which they refer.  Words of any gender used in this
      Agreement shall include any other gender, and words in the singular shall
      include the plural where the context requires.





21.02.          Scope
      of Protected Area.





Neither
      party to this Agreement intends
      to expand the scope of any covenants or commitments contained in Section 2
      beyond the terms and provisions expressly stated in Section 2, and the parties
      to this Agreement agree that no Person, court, or arbitrator may interpret
      any
      of the foregoing covenants or commitments in Section 2 in that
      manner.





21.03.         
      Invalidity.





If
      any part of this Agreement for any
      reason shall be declared invalid, such decision shall not affect the validity
      of
      any remaining portion, which shall remain in full force and effect.  In the
      event any material provision of this Agreement shall be stricken or declared
      invalid, Sonic reserves the right to terminate this Agreement.





21.04.          Binding
      Effect.





This
      Agreement shall be binding upon
      the parties, and their heirs, executors, personal representatives, successors,
      and assigns.





21.05.         
      Survival.





Any
      provisions of this Agreement which
      impose an obligation after termination or expiration of this Agreement shall
      survive the termination or expiration of this Agreement and be binding on the
      parties.





21.06.          Liability
      of Multiple Licensees.





If
      Licensee consists of more than one
      Person or entity, each such Person and entity, and each proprietor, partner,
      member, and shareholder of each such entity, shall be jointly and severally
      liable for any and all of Licensee’s obligations and prohibitions under this
      Agreement.  Consequently, if and when a Person or entity as Licensee
      is in breach of this Agreement and fails or is unable to cure such breach in
      a
      timely manner, Sonic may terminate the rights of the so-affected Person or
      entity under this Agreement whereby this Agreement is terminated as to only
      such
      Person or entity while remaining fully effective as to all other Persons and
      entities remaining as Licensee on this Agreement.  This Person or
      entity removed as Licensee shall remain jointly and severally obligated with
      the
      Persons and entities remaining as Licensee for any and all obligations and
      liabilities of Licensee which occurred or accrued through the date of removal
      of
      said Person or entity.




46





22. 
      BUSINESS ENTITY LICENSEES





22.01.         
      Corporate, Partnership, and Limited Liability Company
      Licensees.





If
      the Licensee is a corporation,
      partnership, or limited liability company, the Licensee shall comply with the
      following provisions:





(a)              
      Purpose.  The certificate of incorporation and bylaws,
      partnership agreement and certificate of limited partnership (if applicable),
      or
      articles of organization and operating agreement of the Licensee (collectively,
      “Organizational Documents”), as applicable, shall provide that the purpose of
      the business entity shall consist only in the development, ownership, operation,
      and maintenance of Sonic drive-in restaurants.





(b)              
      Transfer Restrictions.  The Organizational Documents of the
      Licensee shall provide that the Licensee shall not issue any additional capital
      stock or interest of the Licensee and that no stockholder, partner, or member,
      as applicable, may transfer, assign, or pledge any issued capital stock or
      interest of the Licensee without the prior, written consent of Sonic, and each
      stock certificate, if applicable, issued to evidence the capital stock of the
      Licensee shall contain a legend disclosing the foregoing
      restriction.  Sonic shall not withhold its consent to the issuance of
      additional capital stock or interest or a transfer, assignment, or pledge
      without a reasonable basis.  In giving its consent, Sonic shall have
      the right (but not the obligation) to impose one or more reasonable conditions,
      including (without limitation) the requirement that the recipient of the capital
      stock or interest execute an agreement substantially similar to the Guaranty
      and
      Restriction Agreement attached as Schedule I to this Agreement.





(c)              
      Stockholder/Partner/Member Guaranty.  Each stockholder,
      partner, or member of the Licensee, as applicable, shall execute the Guaranty
      and Restriction Agreement attached as Schedule I to this Agreement.





(d)              
      Documents.  Prior to Sonic’s execution of this Agreement, the
      Licensee shall deliver to Sonic copies of its Organizational Documents and
      issued stock certificates, as applicable, reflecting compliance with the
      provisions of this Section 22.01.





22.02.          Other
      Entity Licensee.





If
      the Licensee is any other form of
      business entity, the Licensee shall deliver to Sonic  copies of its
      organizational documents containing provisions substantially similar to those
      required by Section 22.01.





22.03.          Employee
      Stock Purchase Plans.





The
      Licensee shall have the right to
      transfer up to 49% of its outstanding capital stock or other equity interests
      to
      an employee stock purchase plan as long as one individual who qualifies as
      a
      licensee of Sonic for the Sonic Restaurant continues to own and Control,
      directly or indirectly, at least 51% of the Licensee’s outstanding capital stock
      or other equity interests.


47




22.04.         
      Good Standing.





If
      the Licensee is a business entity,
      Licensee shall remain an active entity in good standing in its state of
      formation.





23.  APPLICABLE
      LAWS; WAIVER OF JURY TRIAL; LIMITATIONS.





The
      terms and provisions of this
      Agreement shall be interpreted in accordance with and governed by the laws
      of
      the State of Oklahoma, provided that if the laws of the State of Oklahoma would
      not permit full enforcement of Section 16 of this Agreement, then the laws
      of
      the state in which the Sonic Restaurant is located or Licensee is domiciled
      shall apply to the extent that any or all of such laws more fully permit
      enforcement of Section 16 of this Agreement.  Except as provided in
      Section 14.03, Licensee agrees that jurisdiction over Licensee exists and is
      proper within the county where the corporate headquarters of Sonic are located
      and within any and all other courts, whether federal, state, or local, located
      within that county, and venue for any matter, claim, or cause of action relating
      to (a) this Agreement or any other agreement between Licensee and Sonic or
      Sonic’s Affiliates, (b) the parties’ business activities conducted as a result
      of this Agreement, or (c) the parties’ relationship or business dealings with
      one another generally, including all disputes and litigation pending or in
      existence as of the date of this Agreement, shall only exist and is only proper
      within the same county where the corporate headquarters of Sonic are located
      and
      within any and all other courts, whether federal, state, or local, located
      within that county.  Licensee waives any and all defenses and
      objections, and Licensee agrees not to assert any defense or objection, to
      jurisdiction over Licensee and to venue as described hereinabove regarding
      any
      action, proceeding, or litigation instituted by Sonic against
      Licensee.  Sonic and Licensee agree that any and all breaches of this
      Agreement, including breaches occurring after termination, cancellation, or
      expiration of this Agreement, shall be deemed to have occurred where the
      corporate headquarters of Sonic are located.  SONIC AND
      LICENSEE
      WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY
      JURY.SONIC
      AND LICENSEE
      ALSO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO OR CLAIM OF
      PUNITIVE OR EXEMPLARY DAMAGES AGAINST THE OTHER AND AGREE THAT, IN THE EVENT
      OF
      A DISPUTE BETWEEN THEM, EACH SHALL BE LIMITED TO THE RECOVERY OF ANY ACTUAL
      DAMAGES SUSTAINED BY IT.  EXCEPT FOR CLAIMS ARISING FROM
      LICENSEE’S NON-PAYMENT OR UNDERPAYMENT OF AMOUNTS LICENSEE OWES SONIC, ANY AND
      ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR SONIC’S RELATIONSHIP
      WITH LICENSEE WILL BE BARRED UNLESS A JUDICIAL OR ARBITRATION PROCEEDING IS
      COMMENCED WITHIN ONE YEAR FROM THE DATE ON WHICH THE PARTY ASSERTING THE CLAIM
      KNEW OR SHOULD HAVE KNOWN OF THE FACTS GIVING RISE TO THE CLAIMS.





24. 
      ACKNOWLEDGEMENT.





Licensee
      acknowledges
      that:





24.01.          Initial
      Term.





The
      term of this Agreement is for a
      single 20-year term with no promise or representation as to the renewal of
      this
      Agreement or the grant of a new license except as provided herein.


48





24.02.         
      Consultation with Counsel.





Licensee
      hereby represents that
      Licensee has received a copy of this Agreement and has had an opportunity to
      consult with Licensee’s attorney with respect thereto at least 10 days prior to
      Licensee’s execution hereof.  Licensee further represents that
      Licensee has had this Agreement in hand for review at least five business days
      prior to Licensee’s execution hereof.





24.03.         
      Profitability.





No
      representation has been made by
      Sonic as to the future profitability of the Sonic Restaurant.





24.04.          Licensee’s
      Investigation.





Prior
      to the execution of this
      Agreement, Licensee has had ample opportunity to contact existing licensees
      of
      Sonic and to investigate all representations made by Sonic relating to the
      Sonic
      System.  The Licensee has conducted an independent investigation of
      the business contemplated by this Agreement and recognizes that it involves
      substantial business risks making the success of the venture largely dependent
      on the business abilities of the Licensee.  Sonic disclaims and the
      Licensee has not received from Sonic or its Affiliates any express or implied
      warranty or guaranty regarding the potential volume, profits, or success of
      the
      business venture contemplated by this Agreement.  The Licensee has not
      relied on any express or implied warranty or guaranty from Sonic or its
      Affiliates regarding the potential volume, profits, or success of the business
      venture contemplated by this Agreement.





24.05.         
      Contrary Representations.





The
      Licensee knows of no
      representations by Sonic or its Affiliates about the business contemplated
      by
      this Agreement which contradict the terms of this Agreement.  The
      Licensee has not relied on any representations from Sonic or its Affiliates
      about the business contemplated by this Agreement which contradict the terms
      of
      this Agreement or the disclosures set forth in the Franchise Offering Circular
      delivered to the Licensee in connection with the issuance of this
      Agreement.





24.06.          Variances
      to Other Licensees.





The
      Licensee understands that other
      developers and licensees may operate under different forms of agreements and,
      consequently, that Sonic’s rights and obligations with regard to its various
      licensees may differ materially in certain circumstances.





24.07.          Complete
      Agreement.





This
      Agreement supersedes any and all
      other agreements or representations respecting the Sonic Restaurant and contains
      all the terms, conditions, and obligations of the parties with respect to the
      grant of this Agreement.


49





25.   INPUT
      AND ADVICE FROM LICENSEES.





In
      connection with the implementation
      of or significant changes in the programs or policies referred to in Sections
      6.04, 6.05(c), 6.06, 8, 11.01(c), and 11.01(g) of this Agreement, Sonic shall
      solicit input and advice from a group of licensees gathered together for such
      purpose (whether established ongoing for such purpose or gathered on an ad
      hoc
      basis from time to time).  Sonic further shall use its best efforts to
      ensure that such groups are balanced in terms of geographic base, size of
      operating group, and period of tenure within the Sonic
      System.  Notwithstanding the foregoing, this Section 25 shall not have
      any effect unless the license agreements in effect for at least one-third of
      all
      Sonic drive-in restaurants contain this provision or a substantially similar
      provision.





26.   INJUNCTIVE
      RELIEF.





The
      Licensee acknowledges that Sonic’s
      remedy at law for any breach of (a) any of the Licensee’s covenants under this
      Agreement (other than those involving only the payment of money), including
      the
      covenants contained in Section 16 of this Agreement; and (b) Sections 14.01(l),
      14.02(c), 14.03(h), 15.01(b), 15.01(c), 15.01(d), and 15.01(e) of this
      Agreement, would not constitute an adequate remedy at law and, therefore, Sonic
      shall have the right to obtain temporary and permanent injunctive relief in
      any
      proceeding brought to enforce any of those provisions, without the necessity
      of
      proof of actual damages.  Licensee acknowledges and expressly agrees
      that Sonic shall not be required to post any bond or other form of security
      in
      connection with any request for the issuance of injunctive relief, and Licensee
      expressly and unconditionally waives any requirement for the provision of
      security.  Licensee also agrees that injunctive relief sought by Sonic
      and ordered by any court of competent jurisdiction shall be given full force
      and
      effect in any other jurisdiction, including the jurisdiction in which the Sonic
      Restaurant is located, and that Licensee will not oppose the enforcement of
      such
      relief.  Nothing in this Section 26 shall prevent Sonic from pursuing
      separately or concurrently one or more of any other remedies available at law,
      subject to the provisions of Section 14.03 of this Agreement.





27.   GENERAL
      RELEASE AND COVENANT NOT TO SUE.





THE
      LICENSEE HEREBY RELEASES SONIC,
      SONIC CORP., AND THEIR SUBSIDIARIES AND AFFILIATES, AND THE OFFICERS, DIRECTORS,
      EMPLOYEES, AND AGENTS OF SONIC, SONIC CORP., AND THEIR SUBSIDIARIES AND
      AFFILIATES, FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION, KNOWN OR UNKNOWN,
      WHICH MAY EXIST IN FAVOR OF THE LICENSEE AS OF THE DATE OF THIS
      AGREEMENT.  IN ADDITION, THE LICENSEE COVENANTS THAT THE LICENSEE
      SHALL NOT FILE OR PURSUE ANY LEGAL ACTION OR COMPLAINT AGAINST ANY OF THE
      FOREGOING ENTITIES OR PERSONS WITH REGARD TO ANY OF THE FOREGOING CLAIMS OR
      CAUSES OF ACTION RELEASED PURSUANT TO THIS SECTION 27.





Executed
      on the dates set forth below,
      to have effect as of ______________, _____.





Licensor:                                                                                              Sonic
      Industries LLC




By:
      _________________________________


50


(Vice)
      President


Date:
      ___________________,
      _____





Licensee:                                                                                              ____________________________________




Date:______________________,__________




_____________________________________





Date:_______________________, _____


51


**Schedule
      I**








**Guaranty
      and Restriction Agreement**





**GUARANTY
      AND RESTRICTION AGREEMENT**





The
      undersigned (jointly and severally
      or individually, the “Guarantor”), Sonic Industries LLC (“Sonic”), and (the “Licensee”) enter into this Guaranty and Restriction
      Agreement (this “Guaranty”) as of, _____.





WITNESSETH:





Whereas,
      Sonic is entering into a
      license agreement (the “License Agreement”) dated the same date as this Guaranty
      with the Licensee for the Sonic drive-in located at ,,(the
      “Drive-in”); and





Whereas,
      as a condition to entering
      into the License Agreement, Sonic has asked the


Guarantor
      to provide a personal guaranty of all obligations of the Licensee Agreement;
      and





Whereas,
      Sonic has also asked the
      Guarantor and the Licensee to agree to a restriction on the transfer of
      interests in the Licensee; and





Whereas
      Sonic, the Guarantor, and the
      Licensee are willing to enter into those agreements based upon the terms and
      conditions of this Guaranty.





Now,
      therefore, in consideration of the
      mutual covenants set forth below and other good and valuable consideration,
      the
      receipt and sufficiency of which the parties hereby acknowledge, the parties
      agree as follows:





1.           Personal
      Guaranty of Payments.  The Guarantor hereby guarantees the prompt
      and full payment and performance of all obligations under the License Agreement
      including:




(a)           all
      royalties due Sonic pursuant to the License Agreement,





(b)           all
      brand contribution fees to the Sonic Brand Fund pursuant to the License
      Agreement,





(c)           all
      contributions to approved advertising cooperatives pursuant to the License
      Agreement, and





(d)           any
      other obligations owing to Sonic or its Affiliates (as defined in the License
      Agreement) relating to the Drive-in, including any sign lease
      agreement.





2.           Nature
      of Guaranty.  This guaranty shall constitute an absolute,
      unconditional, irrevocable, and continuing guaranty.  Sonic shall not
      have any obligation to take any action against any other person or entity for
      collection of any payments prior to making any demand for payment or bringing
      any action against the Guarantor.





3.           Permitted
      Actions.  From time to time, Sonic shall have the right to take,
      permit, or suffer to occur any “Permitted Action,” as defined below, without
      modifying, reducing, waiving, releasing, impairing, or otherwise affecting
      the
      obligations of the Guarantor under this Guaranty, without giving notice to
      the
      Guarantor or obtaining the Guarantor’s consent, without the necessity of any
      reservations of rights against the Guarantor, and without liability on the
      part
      of Sonic.  As used in this Section 3, the phrase “Permitted Action”
shall mean (a) an agreed extension of time for payment of any sum due under
      the
      License Agreement, (b) an agreed change in the manner or place of payment of
      any
      sums due under the License Agreement, (c) any waiver by Sonic of any defaults
      under the provisions of the License Agreement, (d) any delay or failure by
      Sonic
      to exercise any right or remedy Sonic may have under the License Agreement,
      (e)
      the granting by Sonic of any leniencies, waivers, extensions, and indulgences
      under the License Agreement, and (f) any agreed amendments to the License
      Agreement.








4.           Waiver
      of Notices.  The Guarantor acknowledges and waives notice of
      Sonic’s acceptance of the Guarantor’s guaranty pursuant to the terms of this
      Agreement.  The Guarantor also waives any requirement that Sonic
      notify the Guarantor of any demands or enforcement actions by Sonic against
      the
      Licensee.





5.           Restrictions
      on Transfer.  The Licensee shall not issue any additional shares
      of capital stock or other interest without the prior, written consent of
      Sonic.  The Guarantor shall not transfer, assign, or pledge any of its
      shares of capital stock or other interest in the Licensee to any person without
      the prior, written consent of Sonic.





6.           Disputes.  Any
      dispute between the parties concerning this Guaranty will be resolved in
      accordance with the arbitration provisions contained in the License
      Agreement.





7.           Attorneys’
      Fees, Costs, and Expenses.  In any action brought by Sonic to
      enforce the obligations of the Guarantor, Sonic shall also have the right to
      collect its reasonable attorneys’ fees, court costs, and expenses incurred in
      the action.





8.           Headings.  The
      headings used in this Guaranty appear strictly for the parties’ convenience in
      identifying the provisions of this Guaranty and shall not affect the
      construction or interpretation of the provisions of this Guaranty.





9.           Binding
      Effect.  This Guaranty binds and inures to the benefit of the
      parties and their respective successors, legal representatives, heirs, and
      permitted assigns.





10.         Waiver.  The
      failure of a party to insist in any one or more instances on the performance
      of
      any term or condition of this Guaranty shall not operate as a waiver of any
      future performance of that term or condition.





11.         Governing
      Law.  Notwithstanding the place where the parties execute this
      Guaranty, the internal laws of Oklahoma shall govern the construction of the
      terms and the application of the provisions of this Guaranty.





12.         Amendments.  No
      amendments to this Guaranty shall become effective or binding on the parties
      unless agreed to in writing by all of the parties to be bound by the
      amendment.





13.         Time.  Time
      constitutes an essential part of each and every part of this
      Guaranty.








14.         Notice.  Except
      as otherwise provided in this Guaranty, when this Guaranty makes provision
      for
      notice or concurrence of any kind, the sending party shall deliver or address
      the notice to the other party by certified mail, telecopy, or
      nationally-recognized overnight delivery service to the addresses shown on
      Exhibit “A” to this Guaranty.





All
      notices pursuant to the provisions
      of this Guaranty shall run from the date that the other party receives the
      notice or three business days after the party places the notice in the United
      States mail.  Each party may change the party’s address by giving
      written notice to the other parties.





15.         Release
      and
      Covenant Not To Sue.THE
      GUARANTOR AND THE LICENSEE, AND EACH OF THEM, HEREBY RELEASE ALL CLAIMS AND
      CAUSES OF ACTION WHICH THE GUARANTOR OR THE LICENSEE, OR BOTH OF THEM, MAY
      HAVE
      AGAINST SONIC, SONIC CORP., AND THEIR SUBSIDIARIES AND AFFILIATES, AND THE
      STOCKHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS OF SONIC, SONIC CORP.,
      AND THEIR SUBSIDIARIES AND AFFILIATES.  THE GUARANTOR AND THE
      LICENSEE, AND EACH OF THEM, FURTHER COVENANT NOT TO SUE ANY OF THE FOREGOING
      PERSONS OR ENTITIES ON ACCOUNT OF ANY OF THE FOREGOING CLAIMS OR CAUSES OF
      ACTION.





Executed
      and delivered as of the day and year first set forth above.





Sonic:                                                                                                                                                                                                                                                                                                                              Sonic
      Industries LLC.





By: _________________________________


(Vice) President








Guarantor:                                                                                                                                                                                                                                                                                                                    
       ____________________________________








____________________________________








____________________________________








Licensee:





By: ________________________________


Its:














































































































**This
      Guaranty and Restriction Agreement signature page is for the
      following:**


**Sonic
      Drive-In #**


****


**,**























Form0614


**EXHIBIT
      “A”**





Notice
      addresses are as follows:





Sonic:                                                                                    
      300 Johnny Bench Drive


Oklahoma
      City, OK 73104


Attention:  General
      Counsel


(405)
      225-5973 Fax





Guarantors:








(___)
      ___-____ Fax














(___)
      ___-____ Fax








Licensee:




(___)
      ___-____Fax